[Federal Register Volume 78, Number 126 (Monday, July 1, 2013)]
[Notices]
[Pages 39407-39420]
[FR Doc No: 2013-15630]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69851; File No. SR-NYSE-2013-42]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Relating to a Corporate
Transaction in which Its Indirect Parent, NYSE Euronext, Will Become a
Wholly Owned Subsidiary of IntercontinentalExchange Group, Inc.

June 25, 2013.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Exchange Act'' or the ``Act'') \2\ and Rule 19b-4
thereunder,\3\ notice is hereby given that, on June 14, 2013, New York
Stock Exchange LLC (``NYSE'' or the ``Exchange'') filed with the
Securities and Exchange Commission (the ``Commission'') the proposed
rule change as described in Items I and II below, which Items have been
prepared by the self-regulatory organization. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

A. Overview of the Proposed Merger

    The Exchange, a New York limited liability company, registered
national securities exchange and self-regulatory organization, is
submitting this rule filing (the ``Proposed Rule Change'') to the U.S.
Securities and Exchange Commission in connection with the proposed
business combination (the ``Merger'') of NYSE Euronext (``NYSE
Euronext'') and IntercontinentalExchange, Inc. (``ICE''), both Delaware
corporations. NYSE Euronext has entered into an Agreement and Plan of
Merger, dated as of December 20, 2012, as amended and restated as of
March 19, 2013, by and among NYSE Euronext, ICE,
IntercontinentalExchange Group, Inc. (``ICE Group''), Braves Merger
Sub, Inc. (``ICE Merger Sub'') and Baseball Merger Sub, LLC (``NYSE
Euronext Merger Sub'') (as it may be further amended from time to time,
the ``Merger Agreement''), whereby NYSE Euronext and ICE would each
become subsidiaries of ICE Group.
    NYSE Euronext owns 100% of the equity interest of NYSE Group, Inc.,
a Delaware corporation (``NYSE Group''), which in turn directly or
indirectly owns (1) 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations
(together, the ``NYSE Exchanges'')--the Exchange, NYSE Arca, Inc.
(``NYSE Arca'') and NYSE MKT LLC (``NYSE MKT'')--and (2) 100% of the
equity interest of NYSE Market (DE), Inc. (``NYSE Market''), NYSE
Regulation, Inc. (``NYSE Regulation''), NYSE Arca L.L.C., NYSE Arca
Equities, Inc. (``NYSE Arca Equities'') and NYSE Amex Options LLC
(``NYSE Amex Options'') (the NYSE Exchanges, together with (x) NYSE
Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca Equities and NYSE
Amex Options and (y) any similar U.S. regulated entity acquired, owned
or created after the date hereof, the ``U.S. Regulated Subsidiaries''
and each, a ``U.S. Regulated Subsidiary''). Each of NYSE Arca and NYSE
MKT will be separately filing a proposed rule change in connection with
the Merger that will be substantially the same as the Proposed Rule
Change.
    ICE is a leading operator of regulated exchanges and clearing
houses serving the risk management needs of global markets for
agricultural, credit, currency, emissions, energy and equity index
products. ICE directly and indirectly owns ICE Futures Europe, ICE
Futures U.S., Inc., ICE Futures Canada, Inc., ICE U.S. OTC Commodity
Markets, LLC, and five central counterparty clearing houses, including
ICE Clear Europe Limited and ICE Clear Credit LLC, each of which is
registered as a clearing agency under Section 17A of the Exchange
Act,\4\ ICE Clear U.S., Inc., ICE Clear Canada, Inc., and The Clearing
Corporation, and owns 100% of the equity in Creditex Group Inc., which
in turn indirectly owns Creditex Securities Corporation. Neither ICE
nor any company owned by it directly or indirectly, including, but not
limited to, those referenced in this paragraph, is a registered
national securities exchange or a member of any U.S. Regulated
Subsidiary.
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    \4\ 15 U.S.C. 78qA [sic].
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    ICE's common stock is listed on the Exchange under the symbol
``ICE,'' and, following the completion of the Merger, ICE Group common
stock is expected to be listed for trading on the Exchange under the
same symbol.

B. Summary of Proposed Rule Change

    The Exchange is proposing that, pursuant to the Merger, the
successor to NYSE Euronext, the Exchange's indirect parent, will be a
wholly owned subsidiary of ICE Group. ICE Group is currently a wholly
owned subsidiary of ICE. ICE Group in turn has two wholly owned
subsidiaries, ICE Merger Sub, a Delaware corporation, and NYSE Euronext
Merger Sub, a Delaware limited liability company. To effect this
transaction, (A) ICE Merger Sub will be merged with and into ICE (the
``ICE Merger''), with ICE as the surviving corporation and a wholly
owned subsidiary of ICE Group, and each share of ICE common stock owned
by an ICE stockholder (other than ICE or ICE Merger Sub) will be
converted into the right to receive one share of ICE Group common
stock, and (B) immediately following the ICE Merger, NYSE Euronext
shall be merged with and into NYSE Euronext Merger Sub, with NYSE
Euronext Merger Sub as the surviving company and a wholly owned
subsidiary of ICE Group (the ``NYSE Euronext Merger'' and, together
with the ICE Merger, the ``Merger''). Each issued and outstanding share
of NYSE Euronext common stock will be converted into the right to
receive the ``standard election amount'' of 0.1703 of a share of ICE
Group common stock and $11.27 in cash, other than certain shares held
by NYSE Euronext, ICE and their respective affiliates. Alternatively,
NYSE Euronext stockholders will have the right to make either a cash
election to receive $33.12 in cash, or a stock

election to receive 0.2581 of a share of ICE Group common stock, for
each share of NYSE Euronext. NYSE Euronext Merger Sub, as the surviving
entity in the NYSE Euronext Merger, will change its name to NYSE
Euronext Holdings LLC (``NYX Holdings'') from and after the closing of
the Merger.
    If the Merger is completed, the businesses of ICE and NYSE
Euronext, including the U.S. Regulated Subsidiaries, will be held under
ICE Group as a single publicly traded holding company that will be
listed on the Exchange. The Proposed Rule Change, if approved by the
Commission, will not be effective until the consummation of the Merger.
    In addition, the Exchange is proposing that, in connection with the
Merger, the Commission approve the organizational and other governance
documents of ICE Group and NYX Holdings, as well as certain amendments
to the organizational and other governance documents of NYSE Group and
certain of the U.S. Regulated Subsidiaries, as well as certain rules of
the Exchange, NYSE MKT and NYSE Arca Equities.\5\ The Proposed Rule
Change is summarized as follows:
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    \5\ Proposed amendments to the governance documents and/or rules
of NYSE MKT and NYSE Arca Equities are included in the Proposed Rule
Change, and the text of those proposed amendments are attached as
exhibits to the Proposed Rule Change, because they are part of the
overall set of changes proposed by the NYSE Exchange to be made in
connection with the Merger.
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    Certificate of Incorporation and Bylaws of ICE Group. ICE Group
would take appropriate steps to incorporate voting and ownership
restrictions, provisions relating to the qualifications of directors
and officers and their submission to jurisdiction, compliance with the
Federal securities laws, access to books and records and other matters
related to its control of the U.S. Regulated Subsidiaries.
Specifically, the Amended and Restated Certificate of Incorporation of
ICE Group (the ``ICE Group Certificate'') \6\ and the Amended and
Restated Bylaws of ICE Group (the ``ICE Group Bylaws'') \7\ would
contain provisions to incorporate these concepts with respect to
itself, as well as its directors, officers, employees, and agents (as
applicable):
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    \6\ The text of the proposed ICE Group Certificate is attached
to the Proposed Rule Change as Exhibit 5A.
    \7\ The text of the proposed ICE Group Bylaws is attached to the
Proposed Rule Change as Exhibit 5B.
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     Voting and Ownership Restrictions in the ICE Group
Certificate and Bylaws. The ICE Group Certificate would contain voting
and ownership restrictions that will restrict any person, either alone
or together with its related persons, from having voting control over
ICE Group shares entitling the holder thereof to cast more than 10% of
the then outstanding votes entitled to be cast on a matter or
beneficially owning ICE Group shares representing more than 20% of the
outstanding votes entitled to be cast on a matter. The ICE Group
Certificate would provide that ICE Group will be required to disregard
any votes purported to be cast in excess of the voting restriction. In
the event that any person(s) exceeds the ownership restrictions, it
will be obligated to sell promptly, and ICE Group is obligated to
purchase promptly, at a price equal to the par value of such shares and
to the extent funds are legally available for such purchase, the number
of shares of ICE Group necessary so that such person, together with its
related persons, will beneficially own shares of ICE Group representing
in the aggregate no more than 20% of the then outstanding votes
entitled to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding. Consistent with the current Amended and
Restated Certificate of Incorporation of NYSE Euronext (the ``NYSE
Euronext Certificate''), the ICE Group board of directors may waive the
voting and ownership restrictions if it makes certain determinations
(which will be subject to the same requirements as are currently
required to be made by the board of directors of NYSE Euronext in order
to waive the voting and ownership restrictions in the NYSE Euronext
Certificate) and resolves to expressly permit the voting and ownership
that is subject to such restrictions, and such resolutions have been
filed with, and approved by, the Commission under Section 19(b) of the
Exchange Act and filed with, and approved by, the relevant European
Regulators having appropriate jurisdiction and authority. The ICE Group
Certificate further provides that the board of directors may not
approve either voting or ownership rights in excess of a 20% threshold
with respect to any person that is a Member of the Exchange, as defined
in the ICE Group Certificate (an ``NYSE Member''), a Member of NYSE MKT
as defined in the ICE Group Certificate (including any person who is a
related person of such member, a ``NYSE MKT Member''), an ETP Holder of
NYSE Arca Equities, as defined in the ICE Group Certificate (an ``ETP
Holder''), or an OTP Holder or OTP Firm of NYSE Arca, as defined in the
ICE Group Certificate (an ``OTP Holder'' and ``OTP Firm,''
respectively). This limitation is currently in the NYSE Euronext
Certificate with respect to NYSE Members, ETP Holders, OTP Holders and
OTP Firms, and in the Second Amended and Restated Bylaws of NYSE
Euronext (the ``NYSE Euronext Bylaws'') with respect to NYSE MKT
Members, including an expanded definition of ``Related Persons'' to
address NYSE MKT Members in a manner that is substantively consistent
with provisions currently located in the NYSE Rules.
     Jurisdiction. The ICE Group Bylaws will provide that ICE
Group and its directors, and, to the extent they are involved in the
activities of the U.S. Regulated Subsidiaries, its officers, and those
of its employees whose principal place of business and residence is
outside the United States will be deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts and the Commission for the
purposes of any suit, action or proceedings pursuant to the U.S.
federal securities laws and the rules or regulations thereunder,
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. In addition, the ICE Group Bylaws would provide that, so
long as ICE Group directly or indirectly controls any U.S. Regulated
Subsidiary, the directors, officers and employees will be deemed to be
directors, officers and employees of such U.S. Regulated Subsidiaries
for purposes of, and subject to oversight pursuant to, the Exchange
Act. The ICE Group Bylaws would provide that ICE Group will take
reasonable steps necessary to cause its officers, directors and
employees to agree and consent in writing to the applicability to them
of these jurisdictional and oversight provisions with respect to their
activities related to any U.S. Regulated Subsidiary.
     Books and Records. The ICE Group Bylaws would provide that
for so long as ICE Group directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Group will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act, and that ICE Group's books and records will at all times
be made available for inspection and copying by the Commission, and by
any U.S. Regulated Subsidiary to the extent they are related to the
activities of such U.S. Regulated Subsidiary or any other U.S.
Regulated Subsidiary over which such U.S. Regulated Subsidiary has
regulatory authority or oversight. In addition, ICE Group's books and
records related to the U.S. Regulated Subsidiaries will be maintained
within

the United States, except that to the extent that books and records may
relate to both European subsidiaries and U.S. Regulated Subsidiaries,
ICE Group may maintain such books and records either in the home
jurisdiction of one or more European subsidiaries or in the United
States.
     Restrictions on Amendments to ICE Group Certificate and
Bylaws. The ICE Group Certificate would provide that before any
amendment to the ICE Group Certificate may be effectuated, such
amendment would need to be submitted to the board of directors of each
U.S. Regulated Subsidiary and, if so determined by any such board,
would need to be filed with, or filed with and approved by, the
Commission before such amendment may become effective. The ICE Group
Bylaws would include the same requirement.
     ICE Group Independence Policy. In addition, ICE Group will
adopt a Director Independence Policy in the form attached to the
Proposed Rule Change as Exhibit 5C (the ``ICE Group Independence
Policy''), which would be substantially identical to the current
Independence Policy of the NYSE Euronext board of directors except for
the change of the entity whose board of directors adopted the policy
and nonsubstantive conforming changes.
     Additional Matters. The ICE Group Bylaws would include
provisions regarding cooperation with the Commission and the U.S.
Regulated Subsidiaries, compliance with U.S. federal securities laws,
confidentiality of information regarding the U.S. Regulated
Subsidiaries' self-regulatory function, preservation of the
independence of the U.S. Regulated Subsidiaries' self-regulatory
function, and directors' consideration of the effect of ICE Group's
actions on the U.S. Regulated Subsidiaries' ability to carry out their
respective responsibilities under the Exchange Act.
    Proposed Approval of Waiver of Ownership and Voting Restrictions of
NYSE Euronext. The Amended and Restated Certificate of Incorporation of
NYSE Euronext (the ``NYSE Euronext Certificate'') currently restricts
any person, either alone or together with its related persons, from
being entitled to vote or cause the voting of shares to the extent that
such shares represent in the aggregate more than 10% of the outstanding
votes entitled to be cast on any matter or beneficially owning shares
of stock of NYSE Euronext representing in the aggregate more than 20%
of the outstanding votes entitled to be cast on any matter.\8\ NYSE
Euronext is required to disregard votes which are in excess of the
voting restriction and to repurchase NYSE Euronext shares that are held
in excess of the ownership restriction. The NYSE Euronext Certificate
and the Amended and Restated Bylaws of NYSE Euronext (the ``NYSE
Euronext Bylaws'') provide that the board of directors of NYSE Euronext
may waive these voting and ownership restrictions if it makes certain
determinations and resolves to expressly permit the voting and
ownership that is subject to such restrictions, and such resolutions
have been filed with, and approved by, the Commission under Section
19(b) of the U.S. Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder,\9\ and filed with, and approved by, each
European Regulator (as defined in the NYSE Euronext Certificate) having
appropriate jurisdiction and authority.\10\ Acting pursuant to this
waiver provision, the board of directors of NYSE Euronext has adopted
the resolutions set forth in Exhibit 5D to the Proposed Rule Change
(the ``NYSE Euronext Resolutions'') in order to permit ICE Group to own
and vote 100% of the outstanding common stock of NYX Holdings as of and
after the NYSE Euronext Merger. The Exchange is requesting approval by
the Commission of the NYSE Euronext Resolutions in order to allow the
NYSE Euronext Merger to take place.
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    \8\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Sections 1 & 2.
    \9\ 15 U.S.C. 78s(b).
    \10\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Sections 1 & 2, and Amended and Restated
Bylaws of NYSE Euronext, Section 10.12.
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    Changes to the NYSE Euronext Certificate and Bylaws. NYX Holdings,
as a Delaware limited liability company, will operate pursuant to an
operating agreement (the ``NYX Holdings Operating Agreement''), a copy
of which is attached to the Proposed Rule Change as Exhibit 5E. The NYX
Holdings Operating Agreement will differ in certain respects from the
current NYSE Euronext Certificate and Bylaws as a result of the
different form of organization of NYX Holdings and as a result of the
change from a public company to a wholly owned subsidiary.
     Proposed Voting and Ownership Restrictions of NYX
Holdings. Because NYX Holdings, the surviving entity of the merger of
NYSE Euronext into Merger Sub, would be a wholly owned subsidiary of
ICE Group as a result of the NYSE Euronext Merger, the Exchange is
proposing to adopt voting and ownership restrictions that will differ
from those in the current NYSE Euronext Certificate, and would be
consistent with the analogous provisions in the Second Amended and
Restated Certificate of Incorporation of NYSE Group (the ``NYSE Group
Certificate''):
    [cir] first, the NYX Holdings Operating Agreement would provide
that all of the issued and outstanding membership interests of NYX
Holdings will be held by ICE Group, and that ICE Group may not transfer
or assign any membership interests without approval by the Commission
under the Exchange Act and the relevant European Regulators under the
applicable European Exchange Regulations (as defined in the NYX
Holdings Operating Agreement); \11\
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    \11\ See NYX Holdings Operating Agreement, Article VII Sections
7.1 (ICE Group as sole member) and 7.2 (transfer restrictions).
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    [cir] second, the NYX Holdings Operating Agreement would provide
that the voting and ownership restrictions contained therein would
apply only in the event that ICE Group does not own all of the issued
and outstanding membership interests of NYX Holdings and only for so
long as NYX Holdings directly or indirectly controls any U.S. Regulated
Subsidiary or any European Market Subsidiary (as such terms are defined
in the NYX Holdings Operating Agreement). The voting and ownership
restrictions in the NYX Holdings Operating Agreement would otherwise
mirror those in both the current NYSE Group Certificate and the
proposed ICE Group Certificate: A 10% threshold for the voting
restriction and an ownership restriction of 20%.\12\
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    \12\ See NYSE Group Certificate, Article IV Section 4(b); and
ICE Group Certificate, Article V.
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     Proposed Amendments to Certain Public-Company-Related and
Other Provisions of NYSE Euronext Organizational and Corporate
Governance Documents. Under the Proposed Rule Change, and in light of
the fact that NYX Holdings will be a wholly owned subsidiary of ICE
Group following the completion of the Merger, the NYX Holdings
Operating Agreement, though based in substantial part on the current
NYSE Euronext Certificate and Bylaws, will reflect a simplified and
more efficient governance and capital structure that is appropriate for
a wholly owned subsidiary. The NYX Holdings Operating Agreement also
will include certain provisions that are analogous to provisions in the
organizational documents of NYSE Group, which is a wholly owned
subsidiary of NYSE Euronext, just as NYX Holdings will be

a wholly owned subsidiary of ICE Group following completion of the
Merger.
     Other. The NYX Holdings Operating Agreement will (a)
include the provision, which is currently in the NYSE Euronext Bylaws,
that requires the board of directors of NYSE Euronext to make certain
determinations relating to NYSE MKT in order to waive the voting and
ownership restrictions, (b) update the names of certain European
regulatory authorities in the definitions of ``Euronext College of
Regulators'' and ``European Regulator'' and the technical descriptions
of regulated markets and entities in the definitions of ``European
Exchange Regulations,'' ``European Regulated Market'' and ``European
Market Subsidiary'' (as currently defined in the NYSE Euronext Bylaws
and incorporated into the NYSE Euronext Certificate), and (c) expand
the definition of ``related Persons'' to address NYSE MKT Members in a
manner that is substantively consistent with provisions currently
located in the NYSE Rules.
    Proposed Amendments to Voting and Ownership Restrictions of NYSE
Group. The NYSE Group Certificate currently provides that, if NYSE
Euronext and the trust established pursuant to the Trust Agreement,
dated as of April 4, 2007 and amended as of October 1, 2008, by and
among NYSE Euronext, NYSE Group and other parties thereto (the ``NYSE
Trust Agreement'') do not hold 100% of the outstanding stock of NYSE
Group, no person, either alone or together with its related persons,
may be entitled to vote or cause the voting of shares to the extent
that such shares represent in the aggregate more than 10% of the
outstanding votes entitled to be cast on any matter or beneficially own
shares of stock of NYSE Group representing in the aggregate more than
20% of the outstanding votes entitled to be cast on any matter.\13\
NYSE Group is required to disregard votes which are in excess of the
voting restriction and to repurchase NYSE Group shares which are held
in excess of the ownership restriction.\14\
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    \13\ See NYSE Group Certificate, Article IV Section 4(b)(1) and
(2).
    \14\ See NYSE Group Certificate, Article IV Sections 4(b)(1)(A)
and 4(b)(2)(D).
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     Under the Proposed Rule Change, the voting and ownership
restrictions in the NYSE Group Certificate would be amended to apply
only for so long as NYSE Group directly or indirectly controls any
Regulated Subsidiary (as defined in the NYSE Group Certificate); and
expand the definition of ``Related Persons'' regarding NYSE MKT Members
so that it is consistent with the language in the NYSE Rules, which
language also will be incorporated in the ICE Group Certificate and the
NYX Holdings Operating Agreement pursuant to the Proposed Rule Change.
    Other Proposed Amendments to NYSE Group Certificate. Under the
Proposed Rule change, the NYSE Group Certificate also would be amended
to make certain clarifications and technical edits (for example, to
conform the use of defined terms and other provisions to be consistent
with the other amendments to the NYSE Group Certificate set forth in
the Proposed Rule Change).
    Proposed Amendments to constituent documents of the Exchange, NYSE
MKT, NYSE Market and NYSE Regulation. Under the Proposed Rule Change,
certain conforming changes will be made to the Fourth Amended and
Restated Operating Agreement, dated as of August 23, 2012, of the
Exchange (the ``Exchange Operating Agreement'') to reflect that certain
nominations to the Board will be made by ICE Group rather than by NYSE
Euronext. Substantially the same revisions would be made to the
analogous provisions of the Third Amended and Restated Operating
Agreement of NYSE MKT, the Second Amended and Restated Bylaws of NYSE
Market and the Fourth Amended and Restated Bylaws of NYSE Regulation.
    Proposed Amendments to the Exchange Rules, NYSE MKT Rules, and NYSE
Arca Equities Rules. Under the Proposed Rule Change, certain technical
amendments would be made to the Exchange Rules, including replacing
references to ``NYSE Euronext'' with references to ICE Group, and
deleting definitions of ``member'' and ``member organization'' relating
to NYSE MKT, which are currently set forth in Rule 2 for purposes of
Section 1(L) of Article 5 of the current NYSE Euronext Certificate,
because under the Proposed Rule Change, the ICE Group Certificate will
incorporate this language. In addition, certain technical amendments
would be made to the NYSE MKT Rules and NYSE Arca Equities Rules to
replace references to ``NYSE Euronext'' with references to ICE Group.
    The Second Amended and Restated Certificate of Incorporation of
IntercontinentalExchange Group, Inc. that will be effective as of the
consummation of the Merger, the Amended and Restated Bylaws of
IntercontinentalExchange Group, Inc. that will be effective as of the
consummation of the Merger; the proposed Director Independence Policy
of Intercontinental-Exchange Group, Inc. that will be adopted by the
board of directors of IntercontinentalExchange Group, Inc. effective as
of the consummation of the Merger; the resolutions of the NYSE Euronext
Board of Directors; the proposed Amended and Restated Limited Liability
Company Agreement of NYSE Euronext Holdings LLC that will be effective
as of the consummation of the Merger; the proposed Third Amended and
Restated Certificate of Incorporation of NYSE Group, Inc. that will be
effective as of the consummation of the Merger; the proposed Fifth
Amended and Restated Operating Agreement of New York Stock Exchange LLC
that will be effective as of the consummation of the Merger; the
proposed Fourth Amended and Restated Operating Agreement of NYSE MKT
LLC that will be effective as of the consummation of the Merger; the
proposed Third Amended and Restated Bylaws of NYSE Market (DE), Inc.
that will be effective as of the consummation of the Merger; the
proposed Fifth Amended and Restated Bylaws of NYSE Regulation, Inc.
that will be effective as of the consummation of the Merger; the
proposed amended Rules of the New York Stock Exchange, LLC that will be
effective as of the consummation of the Merger; the proposed revised
Director Independence Policy that will be adopted by the boards of
directors of New York Stock Exchange, LLC, NYSE MKT LLC, NYSE Market
(DE), Inc. and NYSE Regulation, Inc. effective as of the consummation
of the Merger; the proposed amendments to the NYSE Trust Agreement,
that will be effective as of the consummation of the Merger; the
proposed amended Rules of NYSE MKT that will be effective as of the
consummation of the Merger; and the proposed amended Rules of NYSE Arca
Equities, Inc. that will be effective as of the consummation of the
Merger are attached to the Proposed Rule Change as Exhibits 5A, 5B, 5C,
5D, 5E, 5F, 5G, 5H, 5I, 5J, 5K, 5L, 5M, 5N and 5O, respectively.
    The text of the Proposed Rule Change is available at the Exchange,
the Commission's Public Reference Room, and on the Web site of the
Exchange (www.nyse.com). The text of Exhibits 5A through 5O to the
Proposed Rule Change is also available on the Exchange's Web site and
on the Commission's Web site (www.sec.gov/rules/sro.shtml).

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

    In its filing with the Commission, the Exchange has included
statements concerning the purpose of, and basis for,

the Proposed Rule Change. The text of these statements may be examined
at the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B and C below, of the most
significant aspects of such statements.

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

1. Purpose
    The purpose of this rule filing is to adopt the rules necessary to
permit NYSE Euronext to effect the Merger and to amend certain
provisions of the organizational and other governance documents of NYSE
Euronext, NYSE Group and certain of the U.S. Regulated Subsidiaries,
including certain Exchange Rules, NYSE MKT Rules and NYSE Arca Equities
Rules.
1. Overview of the Merger
    The Exchange is submitting the Proposed Rule Change to the
Commission in connection with the Merger of NYSE Euronext and ICE. ICE
Group believes the Merger brings together two highly complementary
businesses and will create an end-to-end multi-asset portfolio that
will be strongly positioned to serve a global client base and capture
current and future growth opportunities.
    Other than as described herein and in the separate proposed rule
changes filed by each NYSE Exchange, ICE Group and the NYSE Exchanges
do not plan to make any changes to the regulated activities of the U.S.
Regulated Subsidiaries in connection with the Merger. If ICE Group
determines to make any such changes to the regulated activities of any
U.S. Regulated Subsidiary, it will seek the approval of the Commission.
The Proposed Rule Change, if approved by the Commission, will not be
effective until the consummation of the Merger.
    The Merger will occur pursuant to the terms of the Merger
Agreement. As a result of the Merger, NYX Holdings, the successor to
NYSE Euronext, will be a subsidiary of ICE Group.
    In the Merger, NYSE Euronext, the indirect parent of the Exchange,
will become a wholly owned subsidiary of ICE Group. ICE Group is
currently a wholly owned subsidiary of ICE. ICE Group in turn has two
wholly owned subsidiaries, ICE Merger Sub and NYSE Euronext Merger Sub.
ICE Merger Sub will be merged with and into ICE, with ICE as the
surviving corporation and a wholly owned subsidiary of ICE Group.
Immediately afterward, NYSE Euronext will be merged with and into NYSE
Euronext Merger Sub, with NYSE Euronext Merger Sub as the surviving
company and a wholly owned subsidiary of ICE Group. The surviving
entity in the NYSE Euronext Merger will change its name to NYSE
Euronext Holdings LLC from and after the closing of the NYSE Euronext
Merger.
    Under the terms of the Merger Agreement, each share of NYSE
Euronext common stock will be converted into 0.1703 of a newly issued
share of ICE Group common stock and $11.27 cash (together, the
``Standard Merger Consideration''). NYSE Euronext stockholders may also
elect to receive $33.12 in cash, or a stock election to receive 0.2851
of a share of ICE Group common stock, for each of their NYSE Euronext
shares. Both the cash election and the stock election are subject to
proration and adjustment procedures to ensure that the total amount of
cash paid, and the total number of shares of ICE Group common stock
issued, in the NYSE Euronext Merger to the NYSE Euronext stockholders,
as a whole, will be equal to the total amount of cash and number of
shares that would have been paid and issued if all of the NYSE Euronext
stockholders received the standard election amount. Following the
Merger, ICE Group common shares are expected to be listed on the New
York Stock Exchange.
    The board of directors of ICE has determined that the Merger is in
the best interests of its stockholders, approved the Merger Agreement
and resolved to recommend to its stockholders that they approve the
adoption of the Merger Agreement. The board of directors of NYSE
Euronext has determined that the Merger is in the best interests of its
stockholders, approved the Merger Agreement and resolved to recommend
that its stockholders approve the adoption of the Merger Agreement.
2. Overview of ICE Group Following the Merger
    Following the Merger, ICE Group will be a for-profit, publicly
traded Delaware corporation. ICE Group will hold all of the equity
interests in ICE, which will continue its current operations, and in
NYX Holdings, which will hold (1) 100% of the equity interests of NYSE
Group (which, in turn, directly or indirectly holds 100% of the equity
interests of the U.S. Regulated Subsidiaries) and (2) 100% of the
equity interest of Euronext N.V. (which, in turn, directly or
indirectly holds 100% of the equity interests in certain regulated
trading markets in Belgium, France, the Netherlands, Portugal and the
United Kingdom).
    ICE Group will amend its certificate and bylaws to incorporate
ownership and voting limitations and certain other provisions to
satisfy U.S. and European regulatory requirements as described in
detail in the Proposed Rule Change.
    After the Merger, NYSE Group will be directly wholly owned by NYX
Holdings and will continue to own, directly or indirectly, the three
NYSE Exchanges--the Exchange, NYSE Arca and NYSE MKT--which provide
marketplaces where investors buy and sell listed companies' common
stock and other securities as well as equity options and securities
traded on the basis of unlisted trading privileges. NYSE Regulation,
Inc., an indirect not-for-profit subsidiary of NYX Holdings, will
continue to oversee FINRA's performance of certain market surveillance
and enforcement functions for the NYSE Exchanges, enforce listed
company compliance with applicable standards, and oversee regulatory
policy determinations, rule interpretation and regulation related rule
development.
    In Europe, NYSE Euronext and its subsidiaries own European-based
exchanges that comprise Euronext N.V. and its subsidiaries--the London,
Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the
derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon
(with certain qualifications and exceptions set forth in the ICE Group
Bylaws, the ``European Market Subsidiaries''). The activities of the
NYSE Euronext European markets are or may be subject to the
jurisdiction and authority of a number of European regulators,
including the Dutch Minister of Finance, the French Minister of the
Economy, the French Financial Market Authority (Autorit[eacute] des
March[eacute]s Financiers), the French Authority of Prudential Control
(Autorit[eacute] de Contr[ocirc]le Prudentiel), the Netherlands
Authority for the Financial Markets (Autoriteit Financiele Markten),
the Belgian Financial Services and Markets Authority (Autorit[eacute]
des services et march[eacute]s financiers), the Portuguese Securities
Market Commission (Comiss[atilde]o do Mercado de Valores
Mobili[aacute]rios--CMVM) and the U.K. Financial Conduct Authority
(FCA).
    NYSE Euronext and ICE expect that, after the closing of the Merger,
Euronext will be separated from ICE Group, although no definitive plans
have been made to pursue such a separation. An initial public offering
of Euronext would include all of the European Market Subsidiaries (the
continental European cash equity platforms and the derivatives traded
on them) but would not include the derivatives businesses of another
current subsidiary of Euronext,

Liffe Administration and Management (``LAM''). ICE has informed NYSE
Euronext that it expects the derivatives business of LAM will be
gradually transitioned to ICE Futures Europe, subject to regulatory
approval in the United Kingdom.
    The current NYSE Euronext Certificate and Bylaws provide that each
provision related to any European Market Subsidiary or any European
regulatory requirement will be automatically repealed if (i) NYSE
Euronext at any time in the future no longer holds a direct or indirect
``controlling interest'' (as defined therein) in Euronext or (ii) a
``Euronext Call Option'' (as defined in the NYSE Euronext bylaws) has
been exercised and, after a period of six months following such
exercise, Stichting NYSE Euronext, a foundation (``stichting'')
organized under the laws of The Netherlands, formed on April 4, 2007
(the ``Foundation'') holds shares of Euronext that represent a
substantial portion of Euronext's business (provided that, in this
case, the NYSE Euronext board of directors approves the applicable
revocation). The ICE Group Certificate and Bylaws would contain similar
provisions, except that the standard in clause (i) above that ICE Group
no longer holds a direct or indirect controlling interest in Euronext
would be replaced by a standard that it ceases to control Euronext,
with ``control'' defined by reference to International Financial
Reporting Standards. The separation of Euronext as described above is
expected to trigger the repeal described in clause (i) as so modified.
    Other than certain modifications described herein, the current
corporate structure, governance and self-regulatory independence and
separation of each U.S. Regulated Subsidiary will be preserved.
Specifically, after the Merger, NYSE Group's businesses and assets will
continue to be structured as follows:
     The Exchange will remain a direct wholly owned subsidiary
of NYSE Group and an indirect wholly owned subsidiary of NYX Holdings.
     NYSE Market will remain a wholly owned subsidiary of the
Exchange and will continue to conduct the Exchange's business.
     NYSE Regulation will remain a wholly owned subsidiary of
the Exchange and continue to perform, and/or oversee the performance
of, regulatory responsibilities of the Exchange pursuant to a
delegation agreement with the Exchange and regulatory functions of NYSE
Arca and NYSE MKT pursuant to services agreements with them.\15\
---------------------------------------------------------------------------

    \15\ Certain regulatory functions have been allocated to, and/or
are otherwise performed by, FINRA.
---------------------------------------------------------------------------

     NYSE Arca and NYSE Arca L.L.C., a Delaware limited
liability company, will remain wholly owned subsidiaries of NYSE Group.
     NYSE Arca Equities will remain a wholly owned subsidiary
of NYSE Arca.
     NYSE MKT will remain a direct wholly owned subsidiary of
NYSE Group and an indirect wholly owned subsidiary of NYX Holdings.
     The Merger will have no effect on the ability of any party
to trade securities on the Exchange, NYSE Arca or NYSE MKT.
    Similarly, NYX Holdings, as successor to NYSE Euronext, and its
subsidiaries will conduct their regulated activities in the same manner
as they are currently conducted, with any changes subject to the
relevant approvals of their respective European Regulators and, in the
case of the U.S. Regulated Subsidiaries, with any changes subject to
the approval of the Commission.
    ICE Group acknowledges that to the extent it becomes aware of
possible violations of the rules of the Exchange, NYSE Arca or NYSE
MKT, it will be responsible for referring such possible violations to
each such exchange, respectively. In addition, ICE Group will enter
into an agreement with NYSE Regulation acknowledging that each of the
Exchange, NYSE MKT and NYSE Arca has contracted to have NYSE Regulation
perform its self-regulatory obligations, in each case with the self-
regulatory organization retaining its responsibility for the adequate
performance of those regulatory obligations, and agreeing to provide
adequate funding to NYSE Regulation to allow NYSE Regulation to conduct
its regulatory activities with respect to the Exchange, NYSE MKT and
NYSE Arca.
3. Proposed Approval of Waiver of Voting and Ownership Restrictions of
NYSE Euronext
    Article V of the current NYSE Euronext Certificate provides that
(1) no person, either alone or together with its ``related persons''
(as defined in the NYSE Euronext Certificate), may be entitled to vote
or cause the voting of shares of NYSE Euronext beneficially owned by
such person or its related persons, in person or by proxy or through
any voting agreement or other arrangement, to the extent that such
shares represent in the aggregate more than 10% of the then outstanding
votes entitled to be cast on such matter; and (2) no person, either
alone or together with its related persons, may acquire the ability to
vote more than 10% of the then outstanding votes entitled to be cast on
any such matter by virtue of agreements or arrangements entered into
with other persons to refrain from voting shares of stock of NYSE
Euronext (the ``NYSE Euronext Voting Restriction'').\16\ NYSE Euronext
must disregard any votes purported to be cast in excess of the NYSE
Euronext Voting Restriction.\17\
---------------------------------------------------------------------------

    \16\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Section 1.
    \17\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Section 1(A).
---------------------------------------------------------------------------

    In addition, the NYSE Euronext Certificate provides that no person,
either alone or together with its related persons, may at any time
beneficially own shares of NYSE Euronext representing in the aggregate
more than 20% of the then outstanding votes entitled to be cast on any
matter (the ``NYSE Euronext Ownership Restriction'').\18\ If any
person, either alone or together with its related persons, owns shares
of NYSE Euronext in excess of the NYSE Euronext Ownership Restriction,
then such person and its related persons are obligated to sell
promptly, and NYSE Euronext is obligated to purchase promptly, at a
price equal to the par value of such shares and to the extent funds are
legally available for such purchase, the number of shares of NYSE
Euronext necessary so that such person, together with its related
persons, will beneficially own shares of NYSE Euronext representing in
the aggregate no more than 20% of the then outstanding votes entitled
to be cast on any matter, after taking into account that such
repurchased shares will become treasury shares and will no longer be
deemed to be outstanding.\19\
---------------------------------------------------------------------------

    \18\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Section 2.
    \19\ See Amended and Restated Certificate of Incorporation of
NYSE Euronext, Article V Section 2(D).
---------------------------------------------------------------------------

    The NYSE Euronext Voting Restriction and the NYSE Euronext
Ownership Restriction are applicable to each person unless and until
(1) such person has delivered a notice in writing to the board of
directors of NYSE Euronext, not less than 45 days (or such shorter
period as the board of directors of NYSE Euronext expressly permits)
prior to any vote or, in the case of the NYSE Euronext Ownership
Restriction, prior to the acquisition of any shares of NYSE Euronext
that would cause such person, either alone or together with its

related persons, to exceed the NYSE Euronext Ownership Restriction, of
such person's intention, either alone or together with its related
persons, to vote or cause the voting of shares of NYSE Euronext stock
beneficially owned by such person or its related persons in excess of
the NYSE Euronext Voting Restriction, or in the case of the NYSE
Euronext Ownership Restriction, of such person's intention, either
alone or together with its related persons, to acquire such ownership;
(2) the board of directors of NYSE Euronext has resolved to expressly
permit such voting or ownership, as applicable; (3) such resolution has
been filed with, and approved by, the Commission under Section 19(b) of
the Exchange Act\20\ and has become effective thereunder; and (4) such
resolution has been filed with, and approved by, each European
Regulator having appropriate jurisdiction and authority. Subject to its
fiduciary duties under applicable law, the NYSE Euronext board of
directors may not adopt any resolution pursuant to clause (2) unless it
has determined that the exercise of such voting rights (or the entering
into of a voting agreement) or ownership, as applicable:
---------------------------------------------------------------------------

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

     will not impair the ability of any U.S. Regulated
Subsidiary, NYSE Euronext or NYSE Group (if and to the extent that NYSE
Group continues to exist as a separate entity) to discharge their
respective responsibilities under the Exchange Act and the rules and
regulations thereunder;
     will not impair the ability of any of the European Market
Subsidiaries of NYSE Euronext or Euronext (to the extent that Euronext
continues to exist as a separate entity) to discharge their respective
responsibilities under the European Exchange Regulations (as defined in
the NYSE Euronext Bylaws);
     is otherwise in the best interest of NYSE Euronext, its
stockholders, the U.S. Regulated Subsidiaries and the European Market
Subsidiaries, and will not impair the Commission's ability to enforce
the Exchange Act or the European Regulators' ability to enforce the
European Exchange Regulations;
     for so long as NYSE Euronext directly or indirectly
controls the Exchange or NYSE Market, neither such person nor any of
its related persons is a NYSE Member;
     for so long as NYSE Euronext directly or indirectly
controls NYSE MKT, neither such person nor any of its related persons
is a NYSE MKT Member (this restriction is currently set forth in the
Bylaws of NYSE Euronext\21\);
---------------------------------------------------------------------------

    \21\ See NYSE Euronext Bylaws, Section 10.12.
---------------------------------------------------------------------------

     for so long as NYSE Euronext directly or indirectly
controls NYSE Arca, NYSE Arca Equities or any facility of NYSE Arca,
neither such person nor any of its related persons is an ETP Holder, an
OTP Holder or an OTP Firm; and
     neither such person nor any of its related persons is a
U.S. Disqualified Person or a European Disqualified Person (as such
terms are defined in the NYSE Euronext Certificate).\22\
---------------------------------------------------------------------------

    \22\ See NYSE Euronext Certificate, Article V Sections 1(B),
1(C), 2(B) and 2(C).
---------------------------------------------------------------------------

    In order to allow ICE Group to wholly own and vote all of the
outstanding common stock of NYSE Euronext upon consummation of the
Merger, ICE Group has delivered written notice to the board of
directors of NYSE Euronext pursuant to the procedures set forth in the
NYSE Euronext Certificate requesting approval of its voting and
ownership of NYSE Euronext shares in excess of the NYSE Euronext Voting
Restriction and the NYSE Euronext Ownership Restriction. Among other
things, in this notice, ICE Group represented to the board of directors
of NYSE Euronext that neither it, nor any of its related persons, is
(1) an NYSE Member; (2) an NYSE MKT Member; (3) an ETP Holder; (4) an
OTP Holder or OTP Firm; or (5) a U.S. Disqualified Person or a European
Disqualified Person.
    On [June 5] [sic], 2013, the board of directors of NYSE Euronext
adopted by written consent the NYSE Euronext Resolutions to permit ICE
Group, either alone or with its related persons, to exceed the NYSE
Euronext Ownership Restriction and the NYSE Euronext Voting
Restriction. In adopting such resolutions, the board of directors of
NYSE Euronext made the necessary determinations set forth above and
approved the submission of the Proposed Rule Change to the Commission.
The U.S. Regulated Subsidiaries will continue to operate and regulate
their markets and members exactly as they have done prior to the
Merger. Except as set forth in the Proposed Rule Change, ICE Group is
not proposing any amendments to their trading or regulatory rules.
    With respect to the ability of the Commission to enforce the
Exchange Act as it applies to the U.S. Regulated Subsidiaries after the
Merger, the U.S. Regulated Subsidiaries will operate in the same manner
following the Merger as they operate today. Thus, the Commission will
continue to have plenary regulatory authority over the U.S. Regulated
Subsidiaries, as is the case currently with these entities. As
described in the following sections of this filing, the Exchange is
proposing the adoption of the ICE Group Certificate and Bylaws by ICE
Group, the NYX Holdings Operating Agreement by NYX Holdings as the
surviving entity of the NYSE Euronext Merger, which are modeled in
large part on the current NYSE Euronext Certificate and Bylaws (with
adjustments discussed below), and a series of amendments to the NYSE
Group Certificate, that will create an ownership structure that will
provide the Commission with appropriate oversight tools to ensure that
the Commission will have the ability to enforce the Exchange Act with
respect to each U.S. Regulated Subsidiary, its direct and indirect
parent entities, and its directors, officers, employees and agents to
the extent they are involved in the activities of such U.S. Regulated
Subsidiary.
    The NYSE Euronext board of directors also determined that ownership
of NYSE Euronext by ICE Group is in the best interests of NYSE
Euronext, its stockholders and the U.S. Regulated Subsidiaries.
    An extract with the relevant provisions of the Euronext Resolutions
is attached as Exhibit 5D to the Proposed Rule Change and can be found
on the Exchange's Web site and the Commission's Web site.
    The Exchange hereby requests that the Commission approve the NYSE
Euronext Resolutions and allow ICE Group, either alone or with its
related persons, to own and vote all of the outstanding common stock of
NYSE Euronext upon and following the consummation of the Merger.
4. Proposed Amendments to Ownership and Voting Restrictions After the
Merger
Overview
    The Exchange is proposing that, effective as of the completion of
the Merger, the ICE Group Certificate would contain voting and
ownership restrictions that are substantially identical to those
currently in the NYSE Euronext Certificate (except that they would
apply only for so long as ICE Group directly or indirectly controls any
U.S. Regulated Subsidiary or any European Market Subsidiary), and would
restrict any person, either alone or together with its related persons,
from having voting control over ICE Group shares entitling the holder
thereof to cause more than 10% of the votes entitled to be cast on any
matter or beneficially owning ICE Group shares representing more than
20% of the outstanding votes that may be cast on any matter.

    In addition, the Exchange is proposing that the Commission approve
the NYX Holdings Operating Agreement, effective as of the consummation
of the Merger, which would include voting and ownership provisions, as
well as related waiver provisions, again substantially identical to
those in the current NYSE Euronext Certificate and NYSE Euronext
Bylaws, except that they would apply only in the event that ICE Group
does not own all of the issued and outstanding membership interests in
NYX Holdings and only for so long as NYX Holdings directly or
indirectly controls any U.S. Regulated Subsidiary or any European
Market Subsidiary.

Voting and Ownership Restrictions in the ICE Group Certificate

    Under the Proposed Rule Change, the ICE Group Certificate would
provide that (1) no person, either alone or together with its related
persons (as defined in the ICE Group Certificate), may be entitled to
vote or cause the voting of shares of stock of ICE Group beneficially
owned by such person or its related persons, in person or by proxy or
through any voting agreement or other arrangement, to the extent that
such shares represent in the aggregate more than 10% of the then
outstanding votes entitled to be cast on such matter, and (2) no
person, either alone or together with its related persons, may acquire
the ability to vote more than 10% of the then outstanding votes
entitled to be cast on any such matter by virtue of agreements or
arrangements entered into with other persons to refrain from voting
shares of stock of ICE Group (the ``ICE Group Voting
Restriction'').\23\ The ICE Group Certificate will require ICE Group to
disregard any votes purported to be cast in excess of the ICE Group
Voting Restriction.
---------------------------------------------------------------------------

    \23\ See ICE Group Certificate, Article V Section A.
---------------------------------------------------------------------------

    In addition, the ownership restrictions in the ICE Group
Certificate would provide that, if such restrictions apply, no person,
either alone or together with its related persons, may at any time own
beneficially shares of ICE Group representing in the aggregate more
than 20% of the then outstanding votes entitled to be cast on any
matter (the ``ICE Group Ownership Restrictions'').\24\ If any person,
either alone or together with its related persons, owns shares of ICE
Group in excess of the ICE Group Ownership Restriction, then such
person and its related persons are obligated to sell promptly, and ICE
Group is obligated to purchase promptly, at a price equal to the par
value of such shares and to the extent funds are legally available for
such purchase, the number of shares of ICE Group necessary so that such
person, together with its related persons, will beneficially own shares
of ICE Group representing in the aggregate no more than 20% of the then
outstanding votes entitled to be cast on any matter, after taking into
account that such repurchased shares will become treasury shares and
will no longer be deemed to be outstanding.\25\
---------------------------------------------------------------------------

    \24\ See ICE Group Certificate, Article V Section B.
    \25\ See ICE Group Certificate, Article V Section B.4.
---------------------------------------------------------------------------

    The ICE Group Certificate would provide that the ICE Group Voting
Restriction and the ICE Group Ownership Restriction would apply only
for so long as ICE Group directly or indirectly controls any U.S.
Regulated Subsidiary (as such term is defined in the ICE Group
Certificate).
    The ICE Group Voting Restriction applies to each person unless and
until (1) such person has delivered a notice in writing to the board of
directors of ICE Group, not less than 45 days (or such shorter period
as the board of directors of ICE Group expressly permits) prior to any
vote, of such person's intention, either alone or together with its
related persons, to vote or cause the voting of shares of ICE Group
stock beneficially owned by such person or its related persons in
excess of the ICE Group Voting Restriction; (2) the board of directors
of ICE Group has resolved to expressly permit such voting; and (3) such
resolution has been filed with, and approved by, the Commission under
Section 19(b) of the Exchange Act\26\ and filed with, and approved by,
the relevant European Regulators having appropriate jurisdiction and
authority.\27\ Subject to its fiduciary duties under applicable law,
the ICE Group board of directors may not adopt any resolution pursuant
to the foregoing clause (2) unless the board has made certain
determinations, which will be consistent with the determinations
currently required to be made by the board of directors of NYSE
Euronext in connection with a waiver of the NYSE Euronext Voting
Restriction (as discussed above).\28\
---------------------------------------------------------------------------

    \26\ 15 U.S.C. 78s(b).
    \27\ See ICE Group Certificate, Article V Section A.2.
    \28\ See text accompanying notes 18-20 [sic] above. References
to ICE Group would be added as appropriate in the context of a
waiver of the ICE Group Voting Restriction. See ICE Group
Certificate, Article V Section A.3.
---------------------------------------------------------------------------

    The ICE Group Ownership Restriction applies to each person unless
and until (1) such person has delivered a notice in writing to the
board of directors of ICE Group, not less than 45 days (or such shorter
period as the board of directors of ICE Group expressly permits) prior
to the acquisition of any shares of ICE Group that would cause such
person, either alone or together with its related persons, to exceed
the ICE Group Ownership Restriction, of such person's intention, either
alone or together with its related persons, to acquire such ownership;
(2) the board of directors of ICE Group has resolved to expressly
permit such ownership; and (3) such resolution has been filed with, and
approved by, the Commission under Section 19(b) of the Exchange Act\29\
and filed with, and approved by, the relevant European Regulators
having appropriate jurisdiction and authority.\30\ Subject to its
fiduciary duties under applicable law, the ICE Group board of directors
may not adopt any resolution pursuant to the foregoing clause (2)
unless the board has made certain determinations, which will be
consistent with the determinations currently required to be made by the
board of directors of NYSE Euronext in connection with a waiver of the
NYSE Euronext Ownership Restriction (as discussed above).\31\
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78s(b).
    \30\ See ICE Group Certificate, Article V Section B.2.
    \31\ See text accompanying notes 18-20 [sic] above. References
to ICE Group would be added as appropriate in the context of a
waiver of the ICE Group Ownership Restriction. See ICE Group
Certificate, Article V Section B.3.
---------------------------------------------------------------------------

Amendments to NYSE Euronext Voting and Ownership Restrictions

    Under the Proposed Rule Change, the NYX Holdings Operating
Agreement, although modeled substantially on the current NYSE Euronext
Certificate and Bylaws, would reflect certain modifications from the
analogous provisions in the NYSE Euronext Certificate and Bylaws,
effective as of the Merger, to be consistent with the status of NYX
Holdings as a wholly owned subsidiary of ICE Group and with provisions
currently in the NYSE Group Certificate, and certain other changes to
update the voting and ownership restrictions, in the following
respects:
     The NYX Holdings Operating Agreement would provide that
all issued and outstanding membership interests will be held by ICE
Group, and that ICE Group may not transfer or assign any membership
interests without approval by the Commission under the Exchange Act and
the relevant European Regulators (as defined in the NYX Holdings
Operating

Agreement) under the applicable European Exchange Regulations (as
defined in the NYSE Euronext Certificate).\32\
---------------------------------------------------------------------------

    \32\ The analogous provision in the NYSE Group Certificate is
Article IV Section 4(a). See proposed NYX Holdings Operating
Agreement, Article VII Sections 7.1 and 7.2.
---------------------------------------------------------------------------

     The NYX Holdings Operating Agreements would provide that
the NYX Holdings voting and ownership restrictions contained therein
would apply only in the event that ICE Group does not own all of the
issued and outstanding membership interests of NYX Holdings,\33\ and
only for so long as NYX Holdings directly or indirectly controls any
U.S. Regulated Subsidiary (as defined in the NYX Holdings Operating
Agreement).\34\
---------------------------------------------------------------------------

    \33\ The analogous provision in the NYSE Group Certificate is
Article IV, Section 4(b). See proposed NYX Holdings Operating
Agreement, Article IX Section 9.1.
    \34\ The analogous provision in the NYSE Group Certificate is
Article IV Sections (b)(1) and (2). See proposed NYX Holdings
Operating Agreement, Article VII Section 7.2.
---------------------------------------------------------------------------

     The definition of ``Related Persons'' would be expanded to
provide that (1) in the case of a person that is a ``member'' (as
defined in Section 3(a)(3)(A)(i) of the Exchange Act) of NYSE MKT, such
person's ``Related Persons'' would include the ``member'' (as defined
in Section 3(a)(3)(A)(ii), (iii) or (iv) of the Exchange Act) with
which such person is associated; and (2) in the case of any person that
is a ``member'' (as defined in 3(a)(3)(A)(ii), (iii) or (iv) of the
Exchange Act) of NYSE MKT, such person's ``Related Persons'' would
include any ``member'' (as defined in Section 3(a)(3)(A)(i) of the
Exchange Act) that is associated with such person.\35\ A conforming
change will be made in the NYSE Group Certificate, as discussed below.
---------------------------------------------------------------------------

    \35\ See proposed NYX Holdings Operating Agreement, Article I
Section 1.1 (definition of Related Persons, clauses xi and xii).
---------------------------------------------------------------------------

     The mandatory repurchase of membership interests from a
Person whose ownership represents in the aggregate more than 20% in
interest of the interests entitled to vote on any matter would be at a
price determined by reference to each incremental percentage ownership
over 20% rather than at par value, specifically $1,000 for each
percent.\36\
---------------------------------------------------------------------------

    \36\ See proposed NYX Holdings Operating Agreement, Article IX,
Section 9.1(b)(4).
---------------------------------------------------------------------------

Amendments to NYSE Group Voting and Ownership Restrictions

    The voting restrictions contained in the current NYSE Group
Certificate are substantially the same as those in the current NYSE
Euronext Certificate described above, except that (i) the NYSE Group
Certificate does not contain any references to European subsidiaries,
markets or regulators, and (ii) the NYSE Group Certificate contains
references to NYSE MKT members in its definition of ``Related Person''
that are not currently in NYSE Euronext.
    The NYSE Group Certificate would be updated to provide that
     the NYSE Group Voting Restriction and the NYSE Group
Ownership Restriction would apply only in the event that NYX Holdings
does not own all of the issued and outstanding shares of NYSE Group
\37\ and only for so long as NYSE Group directly or indirectly controls
any Regulated Subsidiary (as such term is defined in the NYSE Group
Certificate).\38\
---------------------------------------------------------------------------

    \37\ NYSE Group Certificate, Article IV, Section 4(b).
    \38\ NYSE Group Certificate, Article IV, Sections 4(b)(1) and
(2).
---------------------------------------------------------------------------

     The definition of ``Related Persons'' would be expanded to
provide that (1) in the case of a person that is a ``member'' (as
defined in Section 3(a)(3)(A)(i) of the Exchange Act) of NYSE MKT, such
person's ``Related Persons'' would include the ``member'' (as defined
in Section 3(a)(3)(A)(iv) of the Exchange Act, in addition to Sections
3(a)(3)(A)(ii) and (iii) of the Exchange Act, which are currently
referenced in this provision of the NYSE Group Certificate) with which
such person is associated; and (2) in the case of any person that is a
``member'' (as defined in Section 3(a)(3)(A)(iv) of the Exchange Act,
in addition to Sections 3(a)(3)(A)(ii) and (iii) of the Exchange Act,
which are currently referenced in this provision of the NYSE Group
Certificate) of NYSE MKT, such person's ``Related Persons'' would
include any ``member'' (as defined in Section 3(a)(3)(A)(i) of the
Exchange Act) that is associated with such person.\39\ This conforms
the definition of Related Person to that in the ICE Group Certificate
and the NYX Holdings Operating Agreement.
---------------------------------------------------------------------------

    \39\ NYSE Group Certificate, Article IV, Sections 4(b)(1)(E)(vi)
and (xii).
---------------------------------------------------------------------------

5. Additional Matters to be Addressed in the ICE Group Certificate and
Bylaws \40\
---------------------------------------------------------------------------

    \40\ The ICE Group Certificate and Bylaws will also set forth
certain restrictions and requirements relating to ICE Group's
European subsidiaries and applicable European regulatory matters,
which will be substantially consistent with the analogous
restrictions and requirements applicable with respect to ICE Group's
U.S. Regulated Subsidiaries and U.S. regulatory matters.
---------------------------------------------------------------------------

Jurisdiction over Individuals

    Under the Proposed Rule Change, the ICE Group Bylaws would provide
that ICE Group and its directors, and, to the extent that they are
involved in the activities of the U.S. Regulated Subsidiaries, ICE
Group's officers and those of its employees whose principal place of
business and residence is outside the United States, would be deemed to
irrevocably submit to the jurisdiction of the U.S. federal courts and
the Commission for the purposes of any suit, action or proceeding
pursuant to the U.S. federal securities laws, and the rules and
regulations thereunder, commenced or initiated by the Commission
arising out of, or relating to, the activities of the U.S. Regulated
Subsidiaries. The ICE Group Bylaws would also provide that, with
respect to any such suit, action, or proceeding brought by the
Commission, ICE Group and its directors, officers and employees would
(1) be deemed to agree that ICE Group may serve as U.S. agent for
purposes of service of process in such suit, action, or proceedings
relating to ICE Group or any of its subsidiaries; and (2) be deemed to
waive, and agree not to assert by way of motion, as a defense or
otherwise, in any such suit, action, or proceeding, any claims that it
or they are not personally subject to the jurisdiction of the
Commission, that the suit, action, or proceeding is an inconvenient
forum or that the venue of the suit, action, or proceedings is
improper, or that the subject matter thereof may not be enforced in or
by the U.S. federal courts of the Commission.\41\
---------------------------------------------------------------------------

    \41\ See ICE Group Bylaws, Section 7.1.
---------------------------------------------------------------------------

    In addition, the ICE Group Bylaws would provide that, so long as
ICE Group directly or indirectly controls any U.S. Regulated
Subsidiary, the directors, officers and employees of ICE Group will be
deemed to be directors, officers and employees of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act.\42\
---------------------------------------------------------------------------

    \42\ See ICE Group Bylaws, Section 8.4.
---------------------------------------------------------------------------

    The ICE Group Bylaws would provide that ICE Group will take
reasonable steps necessary to cause its directors, officers and
employees, prior to accepting a position as an officer, director or
employee, as applicable, of ICE Group to agree and consent in writing
to the applicability to them of these jurisdictional and oversight
provisions with respect to their activities related to any U.S.
Regulated Subsidiary.\43\
---------------------------------------------------------------------------

    \43\ See ICE Group Bylaws, Section 9.3.
---------------------------------------------------------------------------

    The Exchange anticipates that the functions and activities of each
U.S. Regulated Subsidiary generally will be carried out by the officers
and directors of such U.S. Regulated Subsidiary, over each of whom the
Commission has

direct authority pursuant to Section 19(h)(4) of the Exchange Act.\44\
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78s(h)(4).
---------------------------------------------------------------------------

Access to Books and Records

    Under the Proposed Rule Change, the ICE Group Bylaws would provide
that for so long as ICE Group directly or indirectly controls any U.S.
Regulated Subsidiary, the books, records and premises of ICE Group will
be deemed to be the books, records and premises of such U.S. Regulated
Subsidiaries for purposes of, and subject to oversight pursuant to, the
Exchange Act.\45\
---------------------------------------------------------------------------

    \45\ See ICE Group Bylaws, Section 8.4.
---------------------------------------------------------------------------

    In addition, ICE's books and records related to the U.S. Regulated
Subsidiaries will be maintained within the United States, except that
to the extent that books and records may relate to both European
subsidiaries and U.S. Regulated Subsidiaries, ICE Group may maintain
such books and records either in the home jurisdiction of one or more
European subsidiaries or in the United States.\46\ The ICE Group Bylaws
also would provide that ICE's books and records will at all times be
made available for inspection and copying by the Commission, and any
U.S. Regulated Subsidiary to the extent they are related to the
activities of the U.S. Regulated Subsidiary or any other U.S. Regulated
Subsidiary over which such U.S. Regulated Subsidiary has regulatory
authority or oversight.\47\
---------------------------------------------------------------------------

    \46\ See ICE Group Bylaws, Sections 8.5 and 8.6.
    \47\ See ICE Group Bylaws, Section 8.3.
---------------------------------------------------------------------------

Additional Matters

    Under the Proposed Rule Change, the ICE Group Bylaws would provide
that ICE Group will comply with the U.S. federal securities laws and
the rules and regulations thereunder, and will cooperate with the
Commission and with the U.S. Regulated Subsidiaries pursuant to and to
the extent of their respective regulatory authority.\48\ In addition,
ICE Group would be required to take reasonable steps necessary to cause
its agents to cooperate with the Commission and, where applicable, the
U.S. Regulated Subsidiaries pursuant to their regulatory authority.\49\
The ICE Group Bylaws would also provide that, in discharging his or her
responsibilities as a member of the ICE Group board of directors or as
an officer or employee of ICE Group, each such director, officer or
employee will (a) comply with the U.S. federal securities laws and the
rules and regulations thereunder; (b) cooperate with the Commission;
and (c) cooperate with the U.S. Regulated Subsidiaries pursuant to and
to the extent of their regulatory authority (but this provision will
not create any duty owed by any director, officer or employee of ICE
Group to any person to consider, or afford any particular weight to,
any such matters or to limit his or her consideration of such
matters).\50\
---------------------------------------------------------------------------

    \48\ See ICE Group Bylaws, Section 9.l.
    \49\ See id.
    \50\ See ICE Group Bylaws, Section 3.14(b).
---------------------------------------------------------------------------

    The ICE Group Bylaws would also provide that all confidential
information that comes into the possession of ICE Group pertaining to
the self-regulatory function of any U.S. Regulated Subsidiary will (a)
not be made available to any persons other than to those officers,
directors, employees and agents of ICE Group that have a reasonable
need to know the contents thereof; (b) be retained in confidence by ICE
Group and the officers, directors, employees and agents of ICE Group;
and (c) not be used for any commercial purposes.\51\ In addition, the
ICE Group Bylaws would provide that these obligations regarding such
confidential information will not be interpreted so as to limit or
impede (i) the rights of the Commission or the relevant U.S. Regulated
Subsidiary to have access to and examine such confidential information
pursuant to the U.S. federal securities laws and the rules and
regulations thereunder; or (ii) the ability of any officers, directors,
employees or agents of ICE Group to disclose such confidential
information to the Commission or any U.S. Regulated Subsidiary.\52\
---------------------------------------------------------------------------

    \51\ See ICE Group Bylaws, Section 8.1.
    \52\ See ICE Group Bylaws, Section 8.2.
---------------------------------------------------------------------------

    In addition, the ICE Group Bylaws would provide that ICE Group and
its directors, officers and employees will give due regard to the
preservation of the independence of the self-regulatory function of the
U.S. Regulated Subsidiaries (to the extent of each U.S. Regulated
Subsidiary's self-regulatory function) and to its obligations to
investors and the general public, and will not take any actions that
would interfere with the effectuation of any decisions by the board of
directors or managers of any U.S. Regulated Subsidiary relating to its
regulatory responsibilities (including enforcement and disciplinary
matters) or that would interfere with the ability of such U.S.
Regulated Subsidiary to carry out its responsibilities under the
Exchange Act.\53\
---------------------------------------------------------------------------

    \53\ See ICE Group Bylaws, Section 9.4.
---------------------------------------------------------------------------

    Finally, the ICE Group Bylaws would provide that each director of
ICE Group would, in discharging his or her responsibilities, to the
fullest extent permitted by applicable law, take into consideration the
effect that ICE Group's actions would have on the ability of (a) the
U.S. Regulated Subsidiaries to carry out their responsibilities under
the Exchange Act; and (b) the U.S. Regulated Subsidiaries, NYSE Group
and ICE Group to (1) Engage in conduct that fosters and does not
interfere with the ability of the U.S. Regulated Subsidiaries, NYSE
Group (if and to the extent that NYSE Group continues to exist as a
separate entity), and ICE Group to prevent fraudulent and manipulative
acts and practices in the securities markets; (2) promote just and
equitable principles of trade in the securities markets; (3) foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; (4) remove impediments to and
perfect the mechanisms of a free and open market in securities and a
U.S. national securities market system; and (5) in general, protect
investors and the public interest.\54\
---------------------------------------------------------------------------

    \54\ See ICE Group Bylaws, Section 3.14(a). This requirement
would not, however, create any duty owed by any director, officer or
employee of ICE Group to any person to consider, or afford any
particular weight to, any of the foregoing matters or to limit his
or her consideration to such matters. See ICE Group Bylaws, Section
3.14(c).
---------------------------------------------------------------------------

Amendments to the ICE Group Certificate and Bylaws

    Under the Proposed Rule Change, the ICE Group Bylaws would provide
that, before any amendment to or repeal of any provision of the ICE
Group Bylaws shall be effective, such amendment or repeal shall be
submitted to the board of directors of each U.S. Regulated Subsidiary
(or the boards of directors of their successors) and if any or all of
such boards of directors determine that, before such amendment or
repeal may be effectuated, the same must be filed with, or filed with
and approved by, the Commission pursuant to Section 19 of the Exchange
Act and the rules promulgated thereunder, then the same will not be
effectuated until filed with, or filed with and approved by, the
Commission, as the case may be.\55\ These requirements would also apply
to any action by ICE Group that would have the effect of amending or
repealing any provisions of the ICE Group Certificate.\56\
---------------------------------------------------------------------------

    \55\ See ICE Group Bylaws, Section 11.3.
    \56\ See ICE Group Certificate, Article X(C).
---------------------------------------------------------------------------

ICE Group Director Independence Policy

    Under the Proposed Rule Change, ICE Group would adopt the ICE Group
Independence Policy in the form attached to the Proposed Rule Change as

Exhibit 5C, which would be substantially similar to the current
Independence Policy of the NYSE Euronext board of directors.
6. Proposed Amendments to Certain Public-Company-Related and Other
Provisions of the NYSE Euronext Certificate and Bylaws to be reflected
in the NYX Holdings Operating Agreement
    The Exchange is proposing that the NYX Holdings Operating Agreement
differ from NYSE Euronext's Certificate and Bylaws to reflect the fact
that, after the Merger, NYX Holdings will be an intermediate holding
company, will not be a public company traded on an exchange and will
not have securities registered under Section 12 of the Exchange Act. As
a result, NYX Holdings will not be subject to the Exchange's listing
standards or to the corporate governance requirements applicable to
publicly traded companies.
    As summarized below, the following revisions to the NYSE Euronext
Certificate and Bylaws are proposed for the NYX Holdings Operating
Agreement in order (1) to simplify and provide for a more efficient
governance and capital structure that is appropriate for a wholly owned
subsidiary; (2) to conform certain provisions to analogous provisions
of the current organizational documents of NYSE Group, which is a
wholly owned subsidiary of NYSE Euronext, just as NYX Holdings will be
a wholly owned subsidiary of ICE Group following completion of the
Merger; and (3) to make certain clarifications and technical edits (for
example, to conform the use of defined terms and other provisions, to
update cross-references to sections both internal and in the ICE Group
Certificate and Bylaws, and to conform to certain other provisions in
the ICE Group Certificate and Bylaws).
     The NYSE Euronext Certificate and Bylaws contain
provisions relating to the issuance of one or more series of preferred
stock. The NYX Holdings Operating Agreement provides for only one class
of membership interest and has no provision for a preferred membership
interest because the Exchange considers it unlikely that a wholly owned
subsidiary would have occasion to issue preferred interests.
     Section 16.1 of the NYX Holdings Operating Agreement would
provide that, for so long as NYX Holdings controls, directly or
indirectly, any U.S. Regulated Subsidiary, before any amendment to the
NYX Holdings Operating Agreement may be effectuated, such amendment
would need to be submitted to the board of directors of each U.S.
Regulated Subsidiary and, if so determined by any such board, would
need to be filed with, or filed with and approved by, the Commission
before such amendment may become effective. This provision parallels
Article X(C) of the NYSE Euronext Certificate as supplemented, with
respect to NYSE MKT, by Section 10.13 of the NYSE Euronext Bylaws.
     The NYX Holdings Operating Agreement would provide that
the registered office and agent of NYX Holdings in Delaware will be the
Corporation Trust Company, which is the registered agent of other
subsidiaries of NYSE Euronext and of ICE.
     Section 3.1 of the NYSE Euronext Bylaws currently provides
that the number of directors may be fixed and changed only by
resolution adopted by two-thirds of the directors then in office. The
two-thirds requirement will be changed to a majority in Section 3.2 of
the NYX Holdings Operating Agreement as is appropriate for a wholly
owned subsidiary. This standard has been eliminated from the list of
provisions that are automatically suspended or become void upon certain
events specified in Section 10.11 of the NYX Holdings Operating
Agreement.
     Certain residency requirements applicable to directors and
officers of NYSE Euronext and references to U.S. and European director
domiciles and to ``Deputy'' officers that appear in the NYSE Euronext
Certificate and Bylaws would not be included in the NYX Holdings
Operating Agreement. Specifically, references to deputies in Section
2(A) of Article VI of the NYSE Euronext Certificate, and in Sections
2.2(3) and (5), Section 2.5, Section 3.12, Section 5.1, Section 10.4
and Section 10.5 of the NYSE Euronext Bylaws would not be replicated in
the NYX Holdings Operating Agreement. Additionally, Section 4.4 of the
NYSE Euronext Bylaws (regarding domicile requirements for members of
the Nominating and Governance Committee of the board of directors) and
the reference thereto in Section 4.1 would not be replicated in the NYX
Holdings Operating Agreement. All, or the portions regarding director
and officer domicile, of the following sections of the NYSE Euronext
Bylaws would not be replicated in the NYX Holdings Operating Agreement:
All of Section 3.2 (regarding director domicile requirements); all of
Section 3.3 (regarding chairman and chief executive officer domicile
requirements); portions of Section 3.6 (regarding filling of vacancies
on the board); and the cross-references in Section 10.11(B) to the
foregoing deleted provisions. In addition, the requirement in Section
3.8 of the NYSE Euronext Bylaws that board meetings be held with equal
frequency in the United States and Europe would be replaced with a
requirement that one board meeting a year be held in Europe, to
parallel the requirement in the ICE Group Bylaws.
     The restrictions on transfers of certain shares of NYSE
Euronext common stock contained in Section 4 of Article IV of the NYSE
Euronext Certificate have expired in accordance with their terms and
would not be included in the NYX Holdings Operating Agreement.
     Notice of meetings of members would not be required under
the NYX Holdings Operating Agreement if waived in accordance with
Section 8.1(e) thereof.
     The ICE Group Bylaws provide in Section 2.5 that the
holders of a majority of the shares outstanding and entitled to vote
(giving effect to the ``Recalculated Voting Limitation'' referred to in
Section A.1 of Article V of the ICE Group Certificate, if applicable)
may call special meetings of stockholders. A comparable provision is
appropriate for NYX Holdings to provide additional flexibility to ICE
Group to take actions in its capacity as the sole member of NYX
Holdings following completion of the Merger. Accordingly, Section
8.1(d) of the NYX Holdings Operating Agreement would allow the holders
of a majority of the membership interests outstanding and entitled to
vote (giving effect to the ``Recalculated Voting Limitation,'' if
applicable) to call special meetings of members.
     The requirement in Section 2.6 of the NYSE Euronext Bylaws
for the appointment of an inspector of elections for stockholders
meetings would not be included in the NYX Holdings Operating Agreement
because the requirement for an inspector of elections under the
Delaware General Corporation Law (the ``DGCL'') would no longer apply
to NYX Holdings after completion of the Merger.\57\
---------------------------------------------------------------------------

    \57\ See Section 231(e) of the Delaware General Corporation Law.
---------------------------------------------------------------------------

     The requirement in Section 2.7 of the NYSE Euronext Bylaws
that directors be elected by a majority of the votes cast (and that
they must tender their resignation if such a majority vote is not
received), except in the case of contested elections, and that the
board of directors may fill any resulting vacancy or may decrease the
size of the board, would not be included in the NYX Holdings Operating
Agreement, and a plurality voting standard would be adopted for all
director elections. These requirements would no longer

serve any purpose after NYX Holdings becomes wholly owned by a single
member.
     Section 2.10 of the NYSE Euronext Bylaws requires certain
advance notice from stockholders of director nominations and
stockholder proposals, and that only business brought before a special
meeting of stockholders pursuant to NYX Euronext's notice of the
meeting may be brought before the meeting. This provision would not be
included in the NYX Holdings Operating Agreement because the
requirements would no longer serve any purpose after NYX Holdings
becomes wholly owned by a single member.
     In order to give ICE Group additional flexibility to take
actions in its capacity as the sole member of NYX Holdings following
completion of the Merger, Section 7.5 of the NYX Holdings Operating
Agreement would allow the member to take any action without a meeting
and without prior notice if consented to, in writing, by the member.
     In order to give ICE Group additional flexibility to take
actions in its capacity as the sole member of NYX Holdings following
completion of the Merger, Section 3.4 of the NYX Holdings Operating
Agreement would allow members to fill board vacancies.
     The requirements in Article X of the NYSE Euronext
Certificate for a supermajority stockholder vote to amend or repeal
certain provisions of the certificate would be eliminated from the NYX
Holdings Operating Agreement and a majority vote requirement would
apply. A supermajority vote requirement would no longer serve any
purpose after NYX Holdings becomes wholly owned by a single member, and
a majority voting standard is consistent with the standard generally
applicable for actions by the parent entity of other wholly owned
subsidiaries of NYX Holdings.
     Section 3.4 of the NYX Holdings Operating Agreement, which
is analogous to current Section 3.6 of the NYSE Euronext Bylaws, would
include ``(if any)'' after the reference therein to the Nominating and
Governance Committee, because NYX Holdings would become a wholly owned
subsidiary of ICE Group and, as such, may not have a Nominating and
Governance Committee.
     Section 3.4 of the NYSE Euronext Bylaws, which relates to
independence requirements, including the requirement that at least 75%
of the board must be independent, would not be replicated in the NYX
Holdings Operating Agreement because NYX Holdings would be a wholly
owned subsidiary of ICE Group after completion of the Merger and,
therefore, it is likely that executives of ICE Group and its
subsidiaries will serve on this board.
     Section 3.8(a) of the NYX Holdings Operating Agreement
would provide that notice of board meetings is not required if waived
in accordance with Section 3.8(b), which is less restrictive than
Section 3.9 of the NYSE Euronext Bylaws.
     The advance notice period in Section 3.9 of the NYSE
Euronext Bylaws for notices of board meetings sent by first-class mail
would be reduced from four days to three days in Section 3.8(a) of the
NYX Holdings Operating Agreement. This change conforms the notice
period to Section 3.6(b) of the ICE Group Bylaws.
     Section 3.12 of the NYSE Euronext Bylaws requires that, if
the chairman or deputy chairman of the board of directors is also the
chief executive officer or deputy chief executive officer, he or she
may not participate in executive sessions of the board of directors,
and if the chairman is not the chief executive officer or deputy chief
executive officer, he or she will act as a liaison between the board of
directors and the chief executive officer or the deputy chief executive
officer. No analogous provisions would be included in the NYX Holdings
Operating Agreement.
     Certain aspects of the indemnification and expense
advancement provisions in Section 15.2 of the NYX Holdings Operating
Agreement, including the terms of any insurance policy maintained by
NYX Holdings, would be simplified from Section 10.6 of the NYSE
Euronext Bylaws in light of the fact that there are not expected to be
any independent, non-executive directors of NYX Holdings, and,
therefore, a more streamlined process for indemnification claims is
appropriate.
     Section 10.10(A) of the NYSE Euronext Bylaws enumerates
provisions of the Bylaws for which amendment requires approval by a
supermajority of directors. The supermajority approval requirement
would be eliminated in Section 16.1 of the NYX Holdings Operating
Agreement by decreasing the current two-thirds standard to a majority
of the directors then in office, as is appropriate for a wholly owned
subsidiary.
     The supermajority stockholder vote requirements in Section
10.10(B) of the NYSE Euronext Bylaws would be eliminated in the NYX
Holdings Operating Agreement because a supermajority vote requirement
would no longer serve any purpose after NYX Holdings becomes wholly
owned by a single member.
     The NYSE Euronext Bylaw provisions that are subject to
automatic suspension under Section 10.11 would be revised in Section
16.3 of the NYX Holdings Operating Agreement to reflect elimination of
the supermajority voting provisions in Sections 10.10(A) and (B)
discussed above.
    In addition, the current Independence Policy of the NYSE Euronext
board of directors would, effective as of the Merger, cease to apply.
7. Proposed Amendments to the NYSE Group Certificate
    Under the Proposed Rule Change, the revisions summarized below to
the NYSE Group Certificate are proposed in order to conform certain
provisions to the analogous provisions of the organizational documents
of NYX Holdings, which would likewise be a wholly owned subsidiary of
ICE Group following completion of the Merger, as well as to make
certain clarifications and technical edits:
     Section 4(a) of Article IV of the NYSE Group Certificate
would be amended to contemplate successors to NYSE Euronext as the
holder of all of the issued and outstanding shares of NYSE Group for
purposes of the NYSE Trust Agreement.
     Sections 4(b)(1)(A) and 4(b)(2)(A) of Article IV of the
NYSE Group Certificate would be amended to clarify that the voting
ownership concentration limitations in the NYSE Group Certificate would
be effective ``for so long as the Corporation shall control, directly
or indirectly'' a U.S. Regulated Subsidiary, as defined in Section
4(b)(1)(A). Conforming changes relating to the definition of U.S.
Regulated Subsidiary and the change of name of NYSE Alternext to NYSE
MKT have been made later in the same section and thereafter.
     Typographical errors in references to Exchange Act Section
3(a)(3) would be corrected in Section 4(b)(1)(E)(vi) and (xii) of
Article IV.
     Section 3 of Article V would be amended by adding the
words ``from time to time'' to conform the provision to the NYX
Holdings Operating Agreement.
     Section 5 of Article V of the NYSE Group Certificate would
be amended to clarify that the right of the NYSE Group board of
directors to remove directors is subject to any rights of holders of
any preferred stock in order to make this provision consistent with
Section 2 of Article IV of the NYSE Group Certificate, which provides
that

preferred stock may be issued that may have voting rights.
     Numbering of certain sections of the NYSE Group
Certificate would be updated to reflect the amendments set forth above.
8. Proposed Amendments to Board Composition Requirements for the
Exchange, NYSE MKT, NYSE Market and NYSE Regulation
    The Fourth Amended and Restated Operating Agreement, dated as of
August 23, 2012, of the Exchange (the ``Exchange Operating
Agreement''), currently provides that (1) a majority of the members of
the Exchange's board of directors must be U.S. persons and members of
the board of directors of NYSE Euronext, and (2) at least 20% of the
Exchange's board members must be persons who are not members of the
board of directors of NYSE Euronext but who qualify as independent
under the independence policy of the Exchange's board of directors (the
``Non-Affiliated Exchange Directors'').\58\ The nominating and
governance committee of the NYSE Euronext board of directors is
required to designate as Non-Affiliated Exchange Directors the
candidates recommended jointly by the Director Candidate Recommendation
Committees of each of NYSE Market and NYSE Regulation or, in the event
there are Petition Candidates (as such term is defined in the Exchange
Operating Agreement), the candidates that emerge from a specified
process will be designated as the Non-Affiliated Exchange
Directors.\59\
---------------------------------------------------------------------------

    \58\ See Exchange Operating Agreement, Section 2.03(a).
    \59\ See id.
---------------------------------------------------------------------------

    Under the Proposed Rule Change, these provisions would be amended
to refer to ICE Group instead of NYSE Euronext. Also, references
throughout to the Exchange's ``Corporation Independence Policy'' would
be changed to ``Company Independence Policy'' in recognition of the
form of organization of the Exchange.
    Substantially the same revisions would be made to the analogous
provisions of the Fourth Amended and Restated Operating Agreement of
NYSE MKT.
    In addition, references to NYSE Euronext in the Director
Independence Policy of each of the Exchange, NYSE Market, NYSE
Regulation and NYSE MKT would be revised to refer to ICE Group.
9. Other Changes to the Constituent Documents of the Exchange, NYSE
MKT, NYSE Market and NYSE Regulation
    The revisions to the Fourth Amended and Restated Operating
Agreement of NYSE MKT indicate that NYSE MKT will be an indirect wholly
owned subsidiary of ICE Group rather than a direct subsidiary of NYSE
Euronext, and the phrase ``NYSE/Amex'' has been inserted before
references to a merger in 2008 in the recitals to distinguish that
merger from the Merger.
    The Second Amended and Restated Bylaws of NYSE Market and the Third
Amended and Restated Bylaws of NYSE Regulation would be amended to
reflect the change from NYSE Euronext to ICE Group. In the case of NYSE
Market, the address of the registered office and registered agent has
been updated.
    In the director independence policies, typographical errors in
references to Exchange Act Section 3(a)(3) would be corrected in the
first paragraph under the section captioned ``Independence
Qualifications.''
10. Proposed Amendments to the Exchange Rules, NYSE MKT Rules and NYSE
Arca Equities Rules
    Under the Proposed Rule Change, certain technical amendments would
be made to the Exchange Rules. First, references therein to ``NYSE
Euronext'' would be replaced with references to ICE Group, except that
references to NYSE Euronext in Rule 22 and Rule 422 would be replaced
with references to NYX Holdings and references to ICE Group would be
added. Second, Rule 2 would be revised to delete the definitions of
``member'' and ``member organization'' relating to NYSE MKT, which are
set forth in Rule 2 for purposes of Section 1(L) of Article 5 of the
NYSE Euronext Certificate, because under the Proposed Rule Change, the
ICE Group Certificate will incorporate this language.
    In addition, certain technical amendments would be made to the NYSE
MKT Rules and NYSE Arca Equities Rules to replace references to ``NYSE
Euronext'' with references to ICE Group, except that references to NYSE
Euronext in NYSE MKT Rules 107B and 501 would be changed to NYX
Holdings. Also, certain provisions in NYSE MKT Rule 104T relating to
restrictions on transfer in the NYSE Euronext Certificate would be
eliminated because the referenced restrictions are no longer in effect
and there will be no analogous provision in the ICE Group Certificate.
2. Statutory Basis
    The Exchange believes that this filing is consistent with Section
6(b) of the Exchange Act \60\ in general, and furthers the objectives
of Section 6(b)(1) \61\ in particular, in that it enables the Exchange
to be so organized as to have the capacity to be able to carry out the
purposes of the Exchange Act and to comply, and to enforce compliance
by its exchange members and persons associated with its exchange
members, with the provisions of the Exchange Act, the rules and
regulations thereunder, and the rules of the Exchange. With respect to
the ability of the Commission to enforce the Exchange Act as it applies
to the U.S. Regulated Subsidiaries after the Merger, the U.S. Regulated
Subsidiaries will operate in the same manner following the Merger as
they operate today. Thus, the Commission will continue to have plenary
regulatory authority over the U.S. Regulated Subsidiaries, as is the
case currently with these entities. The Proposed Rule Change is
consistent with and will facilitate an ownership structure that will
provide the Commission with appropriate oversight tools to ensure that
the Commission will have the ability to enforce the Exchange Act with
respect to each U.S. Regulated Subsidiary, its direct and indirect
parent entities and its directors, officers, employees and agents to
the extent they are involved in the activities of such U.S. Regulated
Subsidiary.
---------------------------------------------------------------------------

    \60\ 15 U.S.C. 78f(b).
    \61\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) of the Exchange Act \62\ because the Proposed Rule
Change summarized herein would be consistent with and facilitate a
governance and regulatory structure that is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest.
---------------------------------------------------------------------------

    \62\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

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

The Proposed Rule Change is not designed to address any competitive
issue in the U.S. or European securities markets or have any impact on
competition in those markets; rather, it will combine the U.S. equities
businesses of NYSE Euronext with the commodities and futures businesses
of ICE. The ownership of U.S. securities exchanges will not become more
concentrated as a result of the Proposed Rule Change because ICE
currently owns no U.S. securities exchange. With respect to operations
outside the United States, ICE has informed NYSE Euronext that it
expects the derivatives business of LAM will be gradually transitioned
to ICE Futures Europe, as discussed above, but such transition is
subject to regulatory approval in the United Kingdom.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File No. SR-NYSE-2013-42 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-NYSE-2013-42. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies
of the submission, all subsequent amendments, all written statements
with respect to the proposed rule change that are filed with the
Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for Web site viewing and printing in
the Commission's Public Reference Room, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of such filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File No. SR-NYSE-2013-42 and should be
submitted on or before July 22, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\63\
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    \63\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-15630 Filed 6-28-13; 8:45 am]
BILLING CODE 8011-01-P