Dealings and Settlements (Rules 45—299C)

Delivery Dates on Exchange Contracts

Contracts for Sale of Securities (Rules 64, 65)

Nature
of Contract

Delivery Date

Remarks


Cash

Due on the day of the contract.

Transactions made at or before 2:00 P.M. are due before 2:30 P.M.; those made after 2:00 P.M. are due within 30 min. after sale (Rule 177.)


Regular Way

Due on the third business day following the day of the contract.


Seller's Option

Due on the date of expiration of the option, which may not be less than two business days nor more than 180 days. If due date is a day other than a business day, delivery shall be due on the next succeeding business day unless otherwise agreed. (Rule 178.)

Seller may deliver earlier by giving written notice, on or after the day when delivery would have been due if the contract had been made "regular way," of intention to make delivery on next business day following such notice. (Rule 179(a).)

For trades not submitted to the Exchange or a Qualified Clearing Agency for comparison, written contracts must be exchanged. (Rule 137.)


When Issued and When Distributed (Rule 63).

Due as determined by Exchange.

Written contracts on transactions not cleared through a Qualified Clearing Agency must be exchanged. (Rule 137.)


Contracts for Sale of U.S. Government Bonds (Rule 66)

(Obligations of any international authorities in which the United States is a participant and securities guaranteed by the United States Government as to principal and interest are classed as United States Government bonds.)

Nature
of Contract

Delivery Date

Remarks


Cash

Due on the day of the contract.

Transactions made at or before 2:00 P.M. are due before 2:30 P.M.; those made after 2:00 P.M. are due within 30 min. after sale (Rule 177.)


Regular Way

Due on the first business day following the day of the contract.


Seller's Option

Due on the date of expiration of the option, which may not be less than two business days nor more than sixty days. If due date is a day other than a business day, delivery shall be due on the next succeeding business day unless otherwise agreed. (Rule 178.)

Seller may deliver earlier by giving written notice, on or after the day when delivery would have been due if the contract had been made "regular way," of intention to make delivery on next business day following such notice. (Rule 179(a).)

Written contracts must be exchanged. (Rule 137.)


When Issued and When Distributed (Rule 63).

Due as determined by Exchange.

Written contracts on transactions not cleared through a Qualified Clearing Agency must be exchanged. (Rule 137.)


Making and Settling of Exchange Contracts (Rules 45—49)

Rule 45. Application of Rules

Rules 46 to 294, inclusive, shall apply to all Exchange Contracts made on the Exchange, and to the extent determined by the Exchange to be applicable, to Exchange Contracts not made on the Exchange.

Notwithstanding the above, transactions effected pursuant to ITS or any other Application of the System (as that term is defined in Rule 15) shall be subject only to those rules specified in Rule 15.

Amended: August 11, 1978; March 17, 1979.

Rule 46. Floor Officials—Appointment

(a) Each Executive Floor Governor shall be approved as a Floor Official and shall be empowered to perform any duty, make any decision or take any action assigned to or required of a Floor Governor.

(b) The Exchange Chairman, in consultation with the Executive Floor Governors and NYSE Regulation Board of Directors and with the approval of the Exchange Board, shall, at the annual meeting of the Exchange Board of Directors or at such other time as may be deemed necessary:

(i) designate as Floor Officials such other members as he may determine, who shall perform such duties as are prescribed by the Rules of the Exchange to serve at the pleasure of the Exchange Board of Directors or until the next annual meeting of the Exchange Board of Directors at which time successors Floor Officials are appointed and take office.

(ii) designate such number of other members as Floor Governors as he may determine, who shall be empowered to perform any duty, make any decision or take any action assigned to or required of an Executive Floor Governor as are prescribed by the Rules of the Exchange or as may be designated by the Exchange Board.

For purposes of this rule, a Floor Governor, by virtue of his appointment as such, shall also be deemed to be a Floor Official, and, therefore empowered to perform such duties as are specifically prescribed by the Rules of the Exchange Board or as may be designated by the Exchange Board regarding Floor Officials.

(iii) designate such number of Executive Floor Officials as he may determine from those Floor Governors who have completed their term of service as Floor Governors, who shall be empowered to perform any duty, make any decision or take any action assigned to or required of a Floor Governor as are prescribed by the Rules of the Exchange or as may be designated by the Exchange Board regarding Floor Governors.

(iv) designate such number of Senior Floor Officials as he may determine from Floor Officials who are entering their fifth or sixth year of service, who shall be empowered to perform any duty, make any decision or take any action assigned to or required of a Floor Governor as are prescribed by the Rules of the Exchange or as may be designated by the Exchange Board regarding Floor Governors.

(v) designate such number of qualified ICE employees as he may determine, who shall be empowered to take any action assigned to or required of a Floor Governor as are prescribed by the Rules of the Exchange or as may be designated by the Exchange Board regarding Floor Governors.

(c) Each Floor Official, Floor Governor, Executive Floor Official, Senior Floor Official and Executive Floor Governor so appointed pursuant to Rules 46 and 46A as applicable shall serve at the pleasure of the Exchange Board of Directors or until the next annual meeting of the Exchange and their successors are appointed and take office.

• • • Supplementary Material: ------------------

.10 For purposes of this rule, the term "qualified ICE employee" shall mean employees of ICE or any of its subsidiaries, excluding employees of NYSE Regulation, Inc., who shall have satisfied any applicable testing or qualification required by the NYSE for all Floor Governors.

.20 References in any NYSE rule to Floor Official or Floor Governor shall be deemed to refer to qualified ICE employees in addition to other Floor Governors or Floor Officials.

Amended: December 6, 1973; May 24, 1977; November, 1980; September 22, 1983; October 15, 1998; August 9, 2001 effective August 17, 2001 (NYSE-2001-16); March 1, 2004 (NYSE-2004-02); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); April 4, 2008 (NYSE-2008-19); July 7, 2010 (NYSE-2010-50); August 15, 2013 (NYSE-2013-42); May 13, 2014 (NYSE-2014-23).

Rule 46A. Executive Floor Governors

(a) The Board of Directors of the Exchange, in consultation with the Board of Directors of NYSE Regulation, shall appoint such number of Executive Floor Governors as it deems appropriate, each of whom shall serve for a term of one year, or until the next annual organizational meeting of the Exchange Board, whichever first occurs.

(b) Executive Floor Governors shall comprise (i) at least two registered DMMs, each of whom spends a substantial part of his or her time on the Floor of the Exchange or supervising DMMs; and (ii) at least two Floor brokers, each of whom spends a majority of his or her time on the Floor of the Exchange executing transactions on the Floor of the Exchange for other than his or her own account or the account of his or her member organization or supervising Floor brokers. Executive Floor Governors assist in the administration of the rules regarding trading on the Exchange and any facility thereof.

Amended: February 27, 2006, effective March 8, 2006 (NYSE-2005-77); October 24, 2008 (NYSE-2008-46).

Rule 47. Floor Officials—Unusual Situations

Floor Officials shall have power to supervise and regulate active openings and unusual situations that may arise in connection with the making of bids, offers or transactions on the Floor. Floor Officials shall have power also to supervise and regulate the operation of ITS or any other Application of the System during active openings and unusual situations.

Amended: August 11, 1978.

Rule 48. Exemptive Relief — Extreme Market Volatility Condition

(a) In the event that extremely high market volatility is likely to have a Floor-wide impact on the ability of DMMs to arrange for the fair and orderly opening, reopening following a market-wide halt of trading at the Exchange, or closing of trading at the Exchange and that absent relief, the operation of the Exchange is likely to be impaired, a qualified Exchange officer may declare an extreme market volatility condition with respect to trading on or through the facilities of the Exchange.

(b) In the event that an extreme market volatility condition is declared with respect to trading on or through the facilities of the Exchange, a qualified Exchange officer shall be empowered to temporarily suspend at the opening of trading or reopening of trading following a market-wide trading halt: (i) the need for prior Floor Official or prior NYSE Floor operations approval to open or reopen a security at the Exchange (Rules 123D(1) and 79A.30); and/or (ii) applicable requirements to make pre-opening indications in a security (Rules 15 and 123D(1)).

(c) A suspension under section (b) of this Rule is subject to the following provisions:

(1) (A) Before declaring an extreme market volatility condition, the qualified Exchange officer shall consider the facts and circumstances that are likely to have Floor-wide impact for a particular trading session, including volatility in the previous day's trading session, trading in foreign markets before the open, substantial activity in the futures market before the open, the volume of pre-opening indications of interest, evidence of pre-opening significant order imbalances across the market, government announcements, news and corporate events, and such other market conditions that could impact Floor-wide trading conditions.

(B) Such review shall be undertaken in consultation with relevant officers of NYSE Market and NYSE Regulation, as appropriate. Following the review, the qualified Exchange officer or his or her designee shall document the basis for declaring an extreme market volatility condition.

(2) The qualified Exchange officer will, as promptly as practicable in the circumstances, inform the Securities and Exchange Commission staff that an extreme market volatility condition has been declared, the basis for such declaration, and what relief has been granted.

(3) An extreme market volatility condition may only be declared before the scheduled opening or reopening following a market-wide halt of securities at the Exchange.

(4) A declaration of an extreme market volatility condition shall be in effect only for the particular opening or reopening for the trading session on the particular day that the extreme market volatility condition is determined to exist. The Exchange may declare a separate extreme market volatility condition on subsequent days subject to sections (b)(1) through (b)(3) above.

(5) A declaration of extreme market volatility shall not relieve DMMs from the obligation to make pre-opening indications in situations where the opening of a security is delayed for reasons unrelated to the extreme market volatility condition.

(d) For purposes of this Rule, a "qualified Exchange officer" means the Chief Executive Officer of ICE, or his or her designee, or the Chief Executive Officer of NYSE Regulation, Inc., or his or her designee.

Adopted: December 6, 2007 (NYSE-2007-111).

Amended: October 7, 2008 (NYSE-2008-102); October 24, 2008 (NYSE-2008-46); December 10, 2008 (NYSE-2008-127); December 29, 2008 (NYSE-2008-139); March 31, 2009 (NYSE-2009-35); April 13. 2009 (NYSE-2009-18); August 15, 2013 (NYSE-2013-42); May 13, 2014 (NYSE-2014-23).

Rule 49. Emergency Powers

(a)(1) In the event of an emergency, a qualified Exchange officer shall have the authority to declare an emergency condition with respect to trading on or through the systems and facilities of the Exchange ("Emergency Condition") and designate NYSE Arca, Inc. ("NYSE Arca") to perform the functions set forth in paragraph (b)(2)(A) on behalf of and at the direction of the Exchange.

(2) No declaration of an Emergency Condition shall be made pursuant to paragraph (a)(1) unless (A) there exists a regional or national emergency that would prevent the Exchange from operating normally, and (B) such declaration is necessary so that the securities markets, in general, may continue to operate and trading in Exchange-listed securities, in particular, may continue to occur in a manner consistent with the protection of investors and in pursuit of the public interest.

(3) Definitions:

(A) The term "emergency" as used herein means an "emergency" as defined in Section 12(k)(7) of the Securities Exchange Act of 1934, as amended.

(B) The term "qualified Exchange officer" as used herein means the ICE Chief Executive Officer or his or her designee, or the NYSE Regulation, Inc. Chief Executive Officer or his or her designee. In the event that none of these individuals is able to act due to incapacitation, the most senior surviving officer of ICE or NYSE Regulation, Inc. shall be a "qualified Exchange officer" for purposes of this rule.

(b)(1) When an Emergency Condition is declared under paragraph (a), the Exchange:

(A) shall halt all trading conducted on the Exchange's systems and facilities and shall not route any unexecuted orders to NYSE Arca;

(B) shall accept cancellations for Good `Til Cancelled ("GTC") orders; and

(C) shall purge any unexecuted orders from the Exchange's own systems and facilities as soon as practicable following declaration of the Emergency Condition.

(2)(A) Beginning on the next trading day following the declaration of the Emergency Condition, NYSE Arca shall, on behalf of and at the direction of the Exchange, disseminate:

(i) the official opening, re-opening, and closing trades of Exchange-listed securities to the Consolidated Tape as messages of the Exchange, and

(ii) any notification for Exchange-listed securities to the Consolidated Quotation System of a regulatory halt and resumption of trading thereafter, trading pause and resumption of trading thereafter, and Short Sale Price Test trigger and lifting thereafter, as messages of both the Exchange and NYSE Arca.

(B) Bids and offers for Exchange-listed securities entered on or through the systems and facilities of NYSE Arca during the Emergency Condition shall be reported to the Consolidated Quotation System as bids and offers of NYSE Arca, except that the opening quote and any re-opening quote shall be reported to the Consolidated Quotation System as a bid and/or offer of both the Exchange and NYSE Arca. Bids and offers for Exchange-listed securities executed on or through the systems and facilities of NYSE Arca during the Emergency Condition shall be reported to the Consolidated Tape as executions of NYSE Arca, except for executions in the opening, re-opening, or closing auctions, which shall be reported as Exchange executions and Exchange volume only.

(3) Members and member organizations wishing to trade Exchange-listed securities during an Emergency Condition are responsible for having contingency plans for establishing connectivity to NYSE Arca and changing the routing instructions for their order entry systems to send bids and offers in Exchange-listed securities to NYSE Arca.

(4) During an Emergency Condition, all trading of Exchange-listed securities entered or executed on or through the systems and facilities of NYSE Arca shall be subject to the NYSE Arca Equities Rules (including but not limited to the opening, reopening, and closing auction processes applicable to securities for which NYSE Arca is the primary listing market set forth in NYSE Arca Equities Rule 7.35), except that the Exchange's listing requirements for its listed securities shall continue to apply.

(c) (1) In connection with taking action under this rule, a qualified Exchange officer shall make reasonable efforts to consult with the Securities and Exchange Commission before taking such action, or, if the qualified Exchange officer is unable to consult prior to acting, as promptly thereafter as practicable under the circumstances.

(2) The authority granted pursuant to this rule shall be operative for up to 10 calendar days from the date that the Exchange invokes such authority. The Exchange may request that the initial 10-calendar-day period be extended for a specific amount of time by submission of a rule filing pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, as amended. Such extension shall not take effect except upon approval of such a filing by the Securities and Exchange Commission.

(3) Actions taken pursuant to this rule may be terminated by the Exchange at any time. The Exchange shall provide adequate prior notice to members, member organizations, Sponsored Participants and investors regarding its intention to terminate any such action.

Adopted: December 16, 2009 (NYSE-2009-105).

Amended: November 6, 2013 (NYSE-2013-54); August 15, 2013 (NYSE-2013-42); May 13, 2014 (NYSE-2014-23).

Dealings upon the Exchange (Rules 51—56)

Rule 51. Hours for Business

(a) Except as may be otherwise determined by the Board of Directors as to particular days, the Exchange shall be open for the transaction of business on every business day, excluding Saturdays; (a) for a 9:30 a.m. to 4:00 p.m. trading session; (b) for the purposes of "Off-Hours Trading" (as Rule 900 (Off-Hours Trading: Applicability and Definitions) defines that term), during such hours as the Exchange may from time to time specify; and (c) during such hours as may be specified by Exchange rule (See e.g., Rules 1100 and 1300.) (d) The hours of business for NYSE Bonds SM are set forth in Rule 86.

(b) Except as may be otherwise determined by the Exchange Board of Directors, the Chief Executive Officer ("CEO") of the Exchange shall have the power to:

(i) halt or suspend trading in some or all securities traded on the Exchange;

(ii) extend the hours for the transaction of business on the Exchange;

(iii) close some or all Exchange facilities; or

(iv) determine the duration of any halt, suspension or closing undertaken pursuant to this rule.

(c) The CEO shall take the actions described in paragraph (b) above only when he deems such action to be necessary or appropriate for the maintenance of a fair and orderly market, or the protection of investors or otherwise in the public interest, due to extraordinary circumstances such as (1) actual or threatened physical danger, severe climatic conditions, civil unrest, terrorism, acts of war, or loss or interruption of facilities utilized by the Exchange, (2) a request by a governmental agency or official, or (3) a period of mourning or recognition for a person or event. In considering such action, the CEO shall consult with such available Executive Floor Governors as he deems appropriate under the circumstances.

The CEO shall notify the Exchange Board of actions taken pursuant to this Rule, except for a period of mourning or recognition for a person or event, as soon thereafter as is feasible.

• • • Supplementary Material: ------------------

.10 Holidays.—The Board has determined that the Exchange will not be open for business on New Year's Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Martin Luther King, Jr. Day, Washington's Birthday and Memorial Day will be celebrated on the third Monday in January, the third Monday in February and the last Monday in May, respectively

The Exchange Board has also determined that, when any holiday observed by the Exchange falls on a Saturday, the Exchange will not be open for business on the preceding Friday and when any holiday observed by the Exchange falls on a Sunday, the Exchange will not be open for business on the succeeding Monday, unless unusual business conditions exist, such as the ending of a monthly or the yearly accounting period.

------------------

Adopted: September 12, 1974; effective October 1, 1974; October 15, 1970; effective January 1, 1971.

Amended: March 19, 1964; March 1, 1973; September 30, 1985; May 24, 1991; July 7, 1997; February 4, 1998; February 12, 2002( SR-NYSE-2001-55); March 1, 2004 (SR-NYSE-2004-02); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); January 9, 2007 (SR-NYSE-2006-80); March 20, 2007 (NYSE-2006-37); March 31, 2010 (NYSE-2010-26).

Rule 52. Dealings on the Exchange—Hours

Dealings on the Exchange shall be limited to the hours during which the Exchange is open for the transaction of business; and no member shall make any bid, offer or transaction on the Exchange, or issue a commitment to trade through ITS from the Exchange, before or after those hours, except that a DMM may issue and receive pre-opening notifications and pre-opening responses, pursuant to the provisions of the Plan relating to the Pre-Opening Application of the System, before the official opening of the Exchange and loans of money or securities may be made after the official closing of the Exchange.

Amended: August 11, 1978; May 24, 1991; October 24, 2008 (NYSE-2008-46).

Rule 53. Dealings on Floor—Securities

Only securities admitted to dealings on an "issued," "when issued," or "when distributed" basis shall be dealt in upon the Exchange.

Rule 54. Dealings on Floor—Persons

(a) Only members shall be permitted to make or accept bids and offers, consummate transactions or otherwise transact business on the Floor in any security admitted to dealings on the Exchange.

Nothing in this rule to the contrary shall be construed to prohibit a commitment or obligation to trade received on the Floor through ITS, or any other Application of the System, from being accepted or rejected on the Floor.

(b) Notwithstanding paragraph (a) above, an appropriately registered and supervised booth clerk working in a member organization's booth premise that is approved by NYSE Regulation, Inc. ("NYSER") to operate its booth premise similar to the member organization's "upstairs" office pursuant to Exchange Rule 70.40 shall be allowed to process orders sent to the booth in the same manner that sales traders in a member organization's "upstairs office" are allowed to process orders.

Amended: October 24, 1968, effective December 2, 1968; October 20, 1977; August 11, 1978; February 27, 2006, effective March 8, 2006 (NYSE-2005-77); June 14, 2007 (NYSE-2007-51).

Rule 55. Unit of Trading—Stocks and Bonds

The unit of trading in stocks shall be one share. Securities traded on the Exchange shall be quoted in round lots (generally 100 shares), except that in the case of certain stocks designated by the Exchange the round lot shall be such lesser number of shares as may be determined by the Exchange, with respect to each stock so designated. Stocks designated with round lots of less than 100 shares shall be dealt in pursuant to the provisions of Rule 64. Odd-lots are orders for shares less than the applicable round lot. Part of a round lot ("PRL") orders are orders in more than one round lot but not a multiple thereof (such as 175 shares). The unit of trading in bonds is set forth in Rule 86.

Amended: October 18, 1962; August 16, 1988; March 20, 2007 (NYSE-2006-37); July 27, 2010 (NYSE-2010-43).

Rule 56. Unit of Trading—Rights

Except as otherwise designated by the Exchange, transactions in rights to subscribe shall be on the basis of one right accruing on each share of issued stock and the unit of trading in rights shall be one right and rights shall be quoted in denominations of 100 rights.

Amended: July 27, 2010 (NYSE-2010-43).

Auction Market—Bids and Offers (Rules 60—80C)

Rule 60. Dissemination of Quotations

(a)

(i) For purposes of this rule, the terms " vendor", "bid", "offer", "NMS security", "quotation size", "published bid", "published offer", "published quotation size", "make publicly available", "aggregate quotation size" and "specified persons" shall have the meaning given to them in Section 242.602 ("Rule 602") of Regulation National Market System ("Reg. NMS"), 17 CFR Part 242. A bid or offer may also be the aggregation of odd-lot orders the sum of which is equal to or greater than a round lot that will be quoted pursuant to the provision of Rule 55.

(ii) For the purposes of this rule and Rule 602 of Reg. NMS as applied to the Exchange and its members, the term "responsible broker or dealer" shall mean, with respect to any bid or offer for any NMS security made available by the Exchange to vendors, the member or member organization who enters a bid or offer in such NMS security, to the extent of the quotation size such member or member organization specifies.

(b) Each member or member organization who is a responsible broker or dealer shall, in addition to meeting the obligations as set forth in paragraph (b) of Rule 602 of Reg. NMS as applicable to such member or member organization under this rule, also abide by such rules and procedures adopted by the Exchange, in order to enable the Exchange to meet its quotation dissemination requirements under paragraph (a) of Rule 602 of Reg. NMS as applicable to the Exchange under this rule.

(c) With respect to paragraph (a) of Rule 602 of Reg. NMS, the Exchange shall, at all times it is open for trading, collect, process and make available to quotation vendors the highest bid and the lowest offer, and the quotation size or the aggregate quotation size associated therewith, in each NMS security in accordance with paragraphs (d) and (f) below (excluding any such bid or offer which is executed immediately after being made in the crowd and any such bid or offer which is canceled or withdrawn if not executed immediately after being made) except during any period when trading in such reported security has been suspended or halted, or prior to the commencement of trading in such NMS security on any trading day. Bids and offers on the Exchange, and associated quotation sizes and aggregate quotations sizes, shall be collected, processed and made available to vendors as follows:

(i) Normal Mode—Unless otherwise designated pursuant to the provisions of subparagraphs (c)(ii), the market for each NMS security shall be considered to be in a "normal mode". While such market is in a normal mode, the member or member organization who enters a bid or offer into Exchange systems shall be deemed the "responsible broker or dealer" with respect to any bid or offer made available by the Exchange to vendors.

(ii)(A) Non-Firm Mode—With respect to subparagraph (a)(3) of Rule 602 of Reg. NMS, a Floor Governor, Senior Floor Official, or Executive Floor Official (or two Floor Officials in the event a Floor Governor, Senior Floor Official, or Executive Floor Official is not available) shall have the power to determine that the level of trading activity or the existence of unusual market conditions are such that the Exchange is incapable of collecting, processing and making available to vendors bids, offers and quotation sizes with respect to one or more NMS securities in a manner which accurately reflects the current state of the market. Such officials are sometimes referred to in this subparagraph as the "Initiating Official(s)". Upon making of such a determination, the Initiating Official(s) shall designate the market in such security to be in a "non-firm mode", which shall remain in effect for a period not to exceed 30 minutes pending review as described below.

(B) When the Exchange quotation is not available for automatic execution because of a liquidity replenishment point, gap quote or the manual reporting of a block-sized transaction pursuant to Rules 1000(a)(iii), (iv) and (v), the Exchange will identify the quotation with an indicator signifying that it is non-firm.

Whenever an Initiating Official(s) make any such determination with respect to any NMS security, such Initiating Official(s) shall immediately notify the Market Surveillance Division of NYSE Regulation, Inc. During any period that the market in an NMS security is in a non-firm mode, members on the Floor shall be relieved of their obligations under Rule 602 of Reg. NMS as applicable to such members under this Rule 60 with respect to such NMS security, but the Exchange shall report bids and offers or revised bids and offers in such NMS security, for publication, on a "best efforts" basis.

During any period that the market in an NMS security is in a non-firm mode, the Initiating Official(s) shall monitor the activity or condition that formed the basis for the determination. No more than 30 minutes after such market has been designated to be in a non-firm mode, the Initiating Official(s) shall review the condition of such market. Continuation of the non-firm mode for longer than 30 minutes shall require the reaffirmation of the Initiating Officials. Such review and reaffirmation shall occur not less frequently than every 30 minutes thereafter while the non-firm mode is in effect.

When the Exchange is once again capable of collecting, processing and making available to vendors bids, offers, quotations sizes and aggregate quotation sizes with respect to an NMS security that is in a non-firm mode in a manner that accurately reflects the current state of the market on the Floor, the Initiating Official(s) or, in the event he or they are not available, another Floor Governor, Senior Floor Official, or Executive Floor Official (or two Floor Officials if a Floor Governor, Senior Floor Official, or Executive Floor Official is not available) shall immediately renotify the Market Surveillance Division and the Initiating Official(s) shall designate the market therein to be in a normal mode. Members on the Floor shall thereupon once again be obligated under Rule 602 under Reg. NMS as applicable to such members under this Rule 60 with respect to such NMS security.

(d) Autoquoting of highest bid/lowest offer. The Exchange will autoquote the NYSE's highest bid or lowest offer to reflect non-marketable limit orders, Floor broker agency interest (also referred to as "e-Quotes") pursuant to the provisions of Rule 70(a)(ii), Floor broker proprietary interest (also referred to as "G-quotes") pursuant to provisions of Section 11(a)(1)(G) of the Securities Exchange Act of 1934 as amended, and DMM interest (also referred to as "s-Quotes") pursuant to the provisions of Rule 104(d)(i) whenever it is at a price higher (lower) than the previously disseminated highest (lowest) bid (offer). When the NYSE's highest bid or lowest offer has been traded with in its entirety, the Exchange will autoquote a new bid or offer reflecting the total size of orders at the next highest (in the case of a bid) or lowest (in the case of an offer) price.

(i) Autoquote will be suspended when (A) the DMM has gapped the quotation in accordance with Exchange policies and procedures, (B) a block-size transaction as defined in Rule 127.10 that involves orders on the Display Book® is being reported manually or (C) a liquidity replenishment point ("LRP") as defined in Exchange Rule 1000(a)(iv), has been reached where the unfilled balance of an automatically executing order is able to trade at a price above (below) the LRP or the price creates a locked or crossed market.

(ii)(A) After the DMM has gapped the quotation, autoquote will resume with a manual transaction or the publication of a non-gapped quotation.

(B) Autoquote will resume immediately after the report of a block-size transaction involving orders on the Display Book®.

(C) Autoquote will resume as soon as possible after an LRP, as defined in Exchange Rule 1000(a)(iv)(A) has been reached, unless the unfilled balance of an automatically executing order is able to trade at a price above (below) the LRP and the price creates a locked or crossed market. In such case, autoquote will resume when the lock or cross is cleared, consistent with Section 242.604 of Regulation NMS, 17 CFR Part 242 (the "Limit Order Protection Rule") and Exchange Rule 79A.15.

(iii) In the following situations, even if automatic executions are suspended pursuant to Rule 1000(a), autoquote will update the quote:

(A) When the Exchange best bid (offer) is outside a LRP even if such LRP has been reached.

(B)(I) When an order or cancellation of an order arrives that would not result in a locked or crossed market in a security whose price on the Exchange is $10,000 or more ("high-priced" security) or a manual execution takes place in such security.

(II) When cancellation of the Exchange best bid (offer) in a high-priced security arrives whenever the Display Book® in such security is internally locked or crossed and autoquoting of the next best bid (offer) would create a locked or crossed market on the Exchange, one round lot at the bid (offer) price tht existed at the time of the cancellation will be autoquoted.

(C) When autoquote is suspended pursuant to paragraph (d)(i)(C), above, and automatic executions are suspended pursuant to Rule 1000(a), autoquote will update the quote as follows:

(I) if part of the existing Exchange best bid (offer) cancels, the remaining volume associated with such bid (offer) will be autoquoted.

(II) if the entire existing Exchange best bid (offer) cancels, one round lot at the bid (offer) price that existed at the time of the cancellation will be autoquoted.

(III) if there is a cancellation of the Exchange best bid (offer) whenever the Display Book is internally locked or crossed and autoquoting of the next best bid (offer) would create a locked or crossed market on the Exchange, one round lot at the bid (offer) price that existed at the time of the cancellation will be autoquoted.

(IV) if there is remaining interest after an automatic execution, autoquote will immediately update the quote with the next best bid and offer, even if the bid and/or offer will be quoted beyond the LRP in that security.

(e) In addition to meeting its obligations as set forth in paragraph (a) of Rule 602 of Reg. NMS as applicable to the Exchange under this Rule 60, the Exchange shall make available to vendors and shall communicate to other specified persons the appropriate mode identifier in effect as to each NMS security that shall, in the case of the initiation and termination of non-firm modes, effect the requisite notification and re-notification of specified persons under subparagraph (a)(3) of Rule 602 of Reg. NMS.

(f)

(i) The Exchange shall promptly report in each NMS security the highest bid and lowest offer made in such security and the associated quotation size that the Exchange wishes to make available to vendors.

(ii) Each member or member organization who is a responsible broker or dealer on the Floor shall:

(A) promptly report as to the reported NMS whenever a bid, offer or quotation size previously reported is to be revised; and

(B) promptly report as to the NMS security whenever a bid and/or offer previously reported is to be cancelled or withdrawn.

• • • Supplementary Material: ------------------

.10 No member or member organization shall be deemed to be a responsible broker or dealer with respect to a published bid or offer that is erroneous as a result of an error or omission made by the Exchange or any vendor.

.20 While the market for a reported security is in a "normal mode", the member or member organization that made the bid or offer shall honor any bid or offer then being displayed by vendors which is erroneous, up to the quotation size then being so displayed, which has been displayed for six minutes or more on the Price Display Unit at the post. Provided, however, that such member or member organization shall not be required to honor such a bid or offer which is erroneous as to either price or size or both if:

(i) as a matter or record, an execution, cancellation or update of such bid or offer was in effect or in process;

(ii) in honoring such a bid or offer, the resulting transaction would violate applicable Exchange rules or federal regulations;

(iii) equipment failure prevents the member or member organization from monitoring such bid or offer; or

(iv) the price sought upon such quotation is above the current bid or below the current offer, on the Floor, by (a) one-half point or more in the case of a reported security trading at $50 or less or (b) one point or more in the case of a reported security trading at more than $50.

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Amended: August 1, 1978; June 17, 1991; March 16, 2001 effective March 14, 2001 (NYSE-2001-06); August 9, 2001 effective August 17, 2001 (NYSE-2001-16); November 7, 2002 (02-54); December 29, 2000 effective December 30, 2000 (NYSE-2002-54); April 2, 2003 (2002-55); March 4, 2005 (NYSE-2004-61); December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); March 26, 2007 (NYSE-2007-31); January 15, 2008 (NYSE-2007-120); October 24, 2008 (NYSE-2008-46); July 10, 2009 (NYSE-2009-68); July 27, 2010 (NYSE-2010-43); June 20, 2013 (NYSE-2013-41).

Rule 61. Recognized Quotations

Round lots, Odd lots and Part of Round Lot ("PRL")

a. Bids and offers in securities

(i) All bids and offers for more than one trading unit are eligible for execution for the amount specified or for any lesser number of units.

(ii) Transactions in part of a round lot ("PRL") amounts, i.e., orders in more than one round lot but not a multiple thereof (such as 175 shares), will be published to the Consolidated Tape and therefore elect "stop" orders and may qualify as a last sale.

(iii) A transaction of an amount less than one round lot shall be published to the Consolidated Tape but does not qualify as a last sale.

b. Bids and offers in bonds are governed by the provisions of Rule 86.

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Amended: August 11, 1978; August 16, 1988; June 17, 1991; May 28, 1998; March 20, 2007 (NYSE-2006-37); October 24, 2008 (NYSE-2008-46); July 27, 2010 (NYSE-2010-43); November 19, 2013 (NYSE-2013-75).

Rule 62. Variations

Bids or offers in securities admitted to trading on the Exchange may be made in such variations as the Exchange shall from time to time determine and make known to is membership.

• • • Supplementary Material: ------------------

.10 The minimum price variation (MPV) for quoting and entry of orders in equity securities admitted to dealings on the Exchange shall be as follows:

Price of Order or Interest

Minimum Price Variation

Less Than $1.00

$.0001

$1.00 or greater

$.01

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Amended: June 18, 1997; August 1, 1997; August 30, 2000 effective August 28, 2000 (NYSE-00-22 AMENDMENT #1); July 29, 2002 (NYSE-2002-12); March 8, 2004 (NYSE-2004-10); November 26, 2008 (NYSE-2008-123); November 3, 2009 (NYSE-2009-107); July 27, 2010 (NYSE-2010-43).

Rule 63. "When Issued"— "When Distributed"

Bids and offers in securities admitted to dealings on a "when issued" basis shall be made only "when issued," i.e., for delivery when issued as determined by the Exchange.

Bids and offers in securities admitted to dealings on a "when distributed" basis shall be made only "when distributed," i.e., for delivery when distributed as determined by the Exchange.

• • • Supplementary Material: ------------------

.10 "When issued" and "when distributed" orders.—When dealings in a stock on a "when issued" or "when distributed" basis are suspended, and dealings of the same stock are continued on a "regular way" basis, all orders for the purchase or sale of the stock on a "when issued" or "when distributed" basis will expire at the close of business on the day before such dealings on a "when issued" or "when distributed" basis are suspended, unless otherwise directed by the Exchange.

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Amended: October 24, 2008 (NYSE-2008-46).

Rule 64. Bonds, Rights and 100-Share-Unit Stocks

(a) (i) Except as provided in (ii) below, bids and offers in securities admitted to dealings on an "issued" basis, shall be made as "regular way," i.e., for delivery on the third business day following the day of the contract. In addition, the Exchange may allow for any such additional settlement instructions and periods as the Exchange may from time to time determine. (See Rule 14 (Non-Regular Way Settlement Instructions for Orders) for additional permissible settlement instructions.)

(ii) On the second and third business days preceding the final day for subscription, bids and offers in rights to subscribe shall be made only "next day," i.e., for delivery on the next business day following the day of the contract; and shall be made only for "cash" on the day preceding the final day for subscription.

(b) All trades effected for other than "regular way" settlement that are more than 0.10 point away from the "regular way" bid or offer must be approved by a Floor Official, except during the last calendar week of the year at which time Floor Official approval is required only for sales more than 0.25 point away from the "regular way" bid or offer. In considering whether or not to grant such approval, the Floor Official should take into consideration whether the price of the transaction is reasonable in relation to the "regular way" market.

(c) All "seller's option" trades, for delivery between two and 60 business days, should be reported to the tape only in calendar days. For example, a trade settling in six business days would print as a "seller's 8" unless there is an intervening holiday (in which case it would print as a "seller's 9"). Weekends and holidays are counted and the trade date is not included when calculating the print for "seller's option" trades. The settlement date of a "seller's option" transaction printed as calendar days cannot coincide with the normal three business day "regular way" settlement.

Amended: September 25, 1967; February 9, 1968; March 2, 1987; June 17, 1994; March 17, 1995; effective June 7, 1995; August 30, 2000 effective August 28, 2000 (SR-NYSE-00-22 AMENDMENT# 1); July 29, 2002 (NYSE-2002-12); February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 65. Reserved

Reserved.

Amended: February 9, 1968; March 17, 1995; effective June 7, 1995; July 27, 2010 (NYSE-2010-43).

Rule 66. U.S. Government Securities

Bids and offers in securities of the United States Government admitted to dealings on an "issued" basis shall be made only as the "regular way," for that security i.e., for delivery on the business day following the day of the trade.

In addition, the Exchange may allow for any such additional settlement periods as the Exchange may from time to time determine. (See Rule 14 (Non-Regular Way Settlement Instructions for Orders) for additional permissible settlement instructions.)

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Rule 67 (Convertible Bonds), Rule 68 (Other Bonds) and Rule 69 (Disagreement, "Fourth Day" or "Delayed Delivery") were repealed on February 9, 1968 in connection with the amendment of Rule 64 (Bonds, Rights and 100-Share-Unit Stocks) concerning five-day settlement of regular way contracts.

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Amended: February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 70. Execution of Floor Broker Interest

(a)

(i) With respect to orders he is representing on the Floor, a Floor broker may place within the Display Book® system broker agency interest files (also referred to as e-Quotes SM) at multiple price points on both sides of the market at, or outside the Exchange BBO with respect to each security trading in the location(s) comprising the Crowd such Floor broker is a part of with respect to orders he or she is representing on the Floor, except that the agency interest files shall not include unelected stop orders.

(ii) The requirement that a Floor broker be in the Crowd in order to have agency interest files does not apply to orders governed by Section 11(a)(1)(G) of the Securities Exchange Act of 1934 ("G" orders, also referred to as G-Quotes, when submitted as a Floor broker agency interest file).

(b)

(i) Floor broker agency interest placed within files in the Display Book® system shall become part of the quotation when it is at or becomes the Exchange BBO and shall be executed in accordance with Exchange Rule 72. Floor broker agency interest placed within files shall be automatically executed, in accordance with, and to the extent provided by, Exchange Rules 1000-1004.

(ii) A Floor broker shall have the ability to maintain undisplayed reserve interest consistent with Exchange rules governing Reserve Orders. Such reserve interest is eligible for execution in manual transactions.

(iii) If an execution involving a Floor broker's agency interest at the Exchange BBO does not exhaust the broker's interest at that price, the displayed interest will be automatically replenished from his or her reserve interest, if any, so that at least one round-lot of the broker's interest is displayed consistent with Exchange rules governing Reserve Orders.

(c) A Floor broker may trade on behalf of his or her orders as part of the Crowd at the same price and on the same side of the market as his or her agency interest placed within files only to the extent that the volume traded in the Crowd is not included in the agency interest files.

(d) A Floor broker's agency interest files must be cancelled when he or she leaves the Crowd, except that a Floor broker may leave the Crowd without canceling his or her agency interest files to recharge his or her handheld device. In addition, Floor brokers may leave the Crowd without canceling his or her agency interest files to obtain "market looks" in securities located at panels that are part of another Crowd. Failure to adhere to these provisions is a violation of Exchange rules. The Floor broker shall be held to all executions involving his or her agency interest files.

(e) The aggregate number of shares of e-Quotes at each price shall be made available to the DMM in securities registered with the DMM. A DMM shall have access to information about e-Quotes on a disaggregated basis, except as provided in subparagraph (f) below.

(f) A Floor broker may enter e-Quotes with reserve interest ("Reserve e-Quotes") with or without a "displayable" portion (as defined in Rule 13). A Reserve e-Quote entered with a portion of the order displayable must have a minimum of one round lot displayable ("Minimum Display Reserve e-Quote"). Exchange systems shall display and process Reserve e-Quotes consistent with the provisions of Rule 13 governing Reserve Orders, subject to the provisions below:

(i) A Minimum Display Reserve e-Quote shall participate in both automatic and manual executions. Information about Minimum Display Reserve e-Quotes, including the reserve portion, is included in the aggregated interest at each price point available to DMMs and shall be made available to the DMM on a disaggregated basis. If a Floor broker chooses to exclude a Minimum Display Reserve e-Quote from the DMM: (A) the entire Minimum Display Reserve e-Quote shall be available to the DMM as part of the aggregated interest at a price point; and (B) none of the Minimum Display Reserve e-Quote shall be available to the DMM on a disaggregated basis.

(ii) A Reserve e-Quote without a displayable portion ("Non-Display Reserve eQuote") shall participate in both automatic and manual executions. Information about Non-Display Reserve e-Quotes shall be included in the aggregated interest at each price point available to DMMs and shall be made available to the DMM on a disaggregated basis. If a Floor broker chooses to exclude a Non-Display Reserve eQuote from the DMM, information about the Non-Display Reserve e-Quote shall not be available to the DMM either as part of the aggregated interest at a price point or in disaggregated form and the excluded Non-Display Reserve e-Quote shall not participate in manual executions.

(g) The Floor broker is the executing broker for transactions involving his or her agency interest files.

(h)

(i) Floor broker agency interest placed within files may participate in the opening and closing trades in accordance with Exchange policies and procedures governing the open and close and the provisions of Supplementary Material .25 and .26 below.

(ii) Floor broker agency interest may be placed within files prior to the opening trade, regardless of the Floor broker's location on the Floor, provided they have complied with the requirements of Rule 123(e). However, Floor brokers must be in the Crowd at the open in order to participate in the opening trade and any agency interest entered prior to the open in securities that are not part of such Crowd must be cancelled before the open.

(i) The ability of a Floor broker to have reserve interest will be available during the open and during the close. The ability of a Floor broker to exclude volume from information available to the DMM will not be available during the open and the close.

(j) Nothing in this rule shall be interpreted as modifying or relieving the Floor broker from his or her agency obligations and required compliance with all SEC and Exchange rules, policies and procedures.

• • • Supplementary Material: ------------------

.25 Discretionary Instructions for Bids and Offers Represented via Floor Broker Agency Interest Files (e-Quotes SM)

(a)

(i) A Floor broker may enter discretionary instructions as to size and/or price with respect to his or her e-Quotes ("discretionary e-Quotes" or "d-Quotes"). The discretionary instructions relate to the price at which the d-Quote may trade and the number of shares to which the discretionary price instructions apply.

(ii) Discretionary instructions are active at all times during the trading day and at the opening and closing transactions. Exchange systems will reject any d-Quotes that are entered 10 seconds or less before the scheduled close of trading. Executions of d-Quotes within the discretionary pricing instruction range are considered non-displayable interest for purposes of Rule 72.

(iv) Discretionary instructions will be applied only if all d-Quoting prerequisites are met. Otherwise, the d-Quote will be handled as a regular e-Quote, notwithstanding the fact that the Floor broker has designated the e-Quote as a d-Quote. For example, to be considered a discretionary e-Quote, an e-Quote must have a discretionary price range.

(v) The requirements for e-Quotes apply to d-Quotes, including the requirement that the Floor broker be in the Crowd.

(vi) A Floor broker may have multiple d-Quotes, with different discretionary price and size limitations, on the same side of the market. Except as provided for in Rule 70.25(d)(ii), such multiple d-Quotes do not compete with each other for executions. Trading volume is allocated by Floor broker, not number of d-Quotes participating in an execution.

(vii) Discretionary instructions apply to both displayed and reserve interest, including reserve interest that is excluded from the information available to the DMM on the Floor.

(viii) Neither the DMM on the Floor nor the DMM unit's system employing algorithms will have access to the discretionary instructions entered by Floor brokers with respect to their e-Quotes.

(b) Price Discretion

(i) A Floor broker may set a discretionary price range specifies the prices at which the Floor broker is willing to trade. This discretion will be used, as necessary, to initiate or participate in a trade with interest capable of trading at a price within the discretionary price range.

(ii) The minimum price range for a discretionary e-Quote is the minimum price variation set forth in Exchange Rule 62, except for d-Quotes with a midpoint modifier.

(iii) Floor brokers may specify that price discretion applies to all or only a portion of their d-Quote. Price discretion is necessary for d-Quotes. Therefore, if price discretion is provided for only a portion of the d-Quote, the residual will be treated as an e-Quote.

(iv) When price discretion is used, d-Quotes trade first from reserve volume, if any, and then from displayed volume.

(v) A d-Quote may be designated with a midpoint modifier. The discretionary price range of such an order will be to the midpoint of the PBBO.

(c) Discretionary Size

(i) A Floor broker may designate the amount of his or her e-Quote volume to which discretionary price instructions shall apply.

(ii) A Floor broker may designate a minimum and/or maximum size of contra-side volume with which it is willing to trade using discretionary price instructions.

(iii) All available contra-side interest at a possible execution price of the d-Quote will be used by Exchange systems to determine whether the size of contra-side volume is within the d-Quote's discretionary size range.

(iv) Interest displayed by other market centers at the price at which a d-Quote may trade will not be considered by Exchange systems when determining if the d-Quote's minimum and/or maximum size range is met, unless the Floor broker designates that such away volume should be included in this determination.

(v) An increase or reduction in the size associated with a particular price that brings the contra-side volume within a d-Quote's minimum or maximum discretionary size parameter, will trigger an execution of that d-Quote.

(vi) Once the total amount of a Floor broker's discretionary volume has been executed, the d-Quote's discretionary price instructions will become inactive and the remainder of that d-Quote will be treated as an e-Quote.

(d) Minimum Trade Size

(i) A Floor broker may designate a minimum trade size ("MTS") that must be met before the d-Quote is executed. If the MTS cannot be met by contra-side interest in Exchange systems, the d-Quote will not participate in an execution. MTS instructions are not active at the open and close.

(ii) A d-Quote with an MTS instruction may compete with other d-Quotes on the same side of the market from the same Floor broker. If the d-Quote with the MTS instruction has a more aggressive range of price discretion than the competing d-Quotes, the d-Quote with the MTS designation will be executed to meet the MTS. If the price will not be improved by the d-Quote with the MTS instruction and the MTS cannot be met, the d-Quote with the MTS instruction will not participate.

(e) Executions of Discretionary e-Quotes

(i) A d-Quote will use its discretion as described below. In so doing, a d-Quote may improve the execution price of incoming orders.

(A) A d-Quote with discretionary pricing instructions above the best bid if a buy order or below the best offer if a sell order will seek to secure the largest execution for the d-Quote using the least amount of price discretion to exercise at or above the bid if a buy order or at or below the best offer if a sell order.

(B) A d-Quote with discretionary pricing instructions equal to or less than the best bid if a buy order or equal to or greater than the best offer if a sell order will extend to its maximum discretion.

(ii) Discretionary e-Quotes will automatically execute against contra-side interest in Exchange systems if the contra-side interest's price is within the discretionary price range and the interest's size meets any minimum or maximum size requirements ot MTS that have been set for the d-Quote.

(iii) Discretionary e-Quotes from different Floor brokers on the same side of the market with the same price instructions trade on parity subject to Rule 72.

(iv) Same-side d-Quotes from different Floor brokers compete for an execution, with the most aggressive price range (e.g. three cents vs. two cents) establishing the execution price. If an incoming order remains unfilled at that price, executions within the less aggressive price range may then occur.

(v) Discretionary e-Quotes from Floor brokers on opposite sides of the market will be able to trade with each other. The d-Quote that arrived at the Display Book® system last will use the most discretion necessary to effect a trade, except as provided below.

(A) When a protected bid or offer, as defined in Section 242.600(b)(57) of Regulation NMS ("Reg. NMS"), is published by another market center at a price that is better than the price at which contra-side d-Quotes would trade in accordance with (v) above, the following applies:

(1) the amount of discretion necessary to permit a trade on the Exchange consistent with the Order Protection Rule (Section 242.611 of Reg. NMS) ("OPR") will be used; or

(2) such portion of the appropriate d-Quote as is necessary will be automatically routed in accordance with OPR in order to permit a trade to occur on the Exchange.

(vi) As with all executions on the Exchange, executions involving d-Quotes will comply with OPR.

(vii) Discretionary e-Quotes may provide price improvement to and trade with an incoming contra-side DMM algorithmic trading message to "hit bid/take offer," just as they can with any other marketable incoming interest.

(viii) Discretionary e-Quotes may initiate sweeps in accordance with and to the extent provided by Exchange Rules 1000- 1004, but only to the extent of their price and volume discretion. Discretionary e-Quotes may participate in sweeps initiated by other orders but, in such cases, their discretionary instructions are not active.

(ix) Discretionary e-Quotes may trade with non-marketable contra-side Reg. NMS-compliant Immediate or Cancel Orders, NYSE Immediate or Cancel Orders and Intermarket Sweep Orders that are within the discretionary range of the d-Quote.

.30 Definition of Crowd.

The rooms on the Exchange Floor that contain active posts/panels where Floor brokers are able to conduct business constitute the Crowd. A Floor broker will be considered to be in the Crowd if he or she is physically present in one of these rooms.

.40 Operation of an NYSER Approved Booth Premise

(1) A member organization will be permitted to operate within its booth premise on the Floor as described in subparagraph (2) below provided that the member organization has obtained prior approval from NYSE Regulation, Inc. ("NYSER") to operate its booth premise in said manner.

(2) A member organization approved to operate its booth premise pursuant to this rule is permitted, subject to the provisions of subparagraph (3) below, to conduct the same business-related activities for its customer accounts from its booth premise as it is permitted to conduct from its off-Floor or "upstairs" location, including initiating orders and routing orders to Exchange systems and other markets.

(3) A member organization approved to operate booth premises pursuant to this rule is prohibited from effecting any transaction from its approved booth premises for its own account, the account of an associated person or an account with respect to which it or an associated person thereof exercises investment discretion on the Exchange, except that such member organization may effect such transactions in the common, preferred, and debt securities of an operating company that is quoted on the OTC Bulletin Board or OTC Markets ("OTC Security") if such security is not related to a security listed or traded on the Exchange or NYSE MKT LLC ("NYSE MKT"). For purposes of Rule 70.40, an OTC Security is related to a security listed or traded on the Exchange or NYSE MKT if:

(a) the OTC Security is issued by an issuer of a security that is listed or traded on the Exchange or NYSE MKT or that underlies an NYSE Amex option, or an affiliate of such issuer;

(b) the OTC Security is subject to a corporate action that relates to the issuer of a security that is listed or traded on the Exchange or NYSE MKT or that underlies an NYSE Amex option, or an affiliate of such issuer;

(c) the OTC Security is issued by an issuer of a security that is a component of a narrow-based security index (as defined in Section 3(a)(55) of the Securities Exchange Act of 1934) that is linked to a security that listed or traded on the Exchange or NYSE MKT or that underlies an NYSE Amex option; or

(d) the OTC Security is issued by a foreign issuer or is a depositary receipt (or the equivalent thereof) for such a security, and a security issued by such foreign issuer or a depositary receipt (or the equivalent thereof) for such a security is listed or traded on the Exchange or NYSE MKT or underlies an NYSE Amex option.

For purposes of Rule 70.40, a corporate action is any action by an issuer of an OTC Security or a security listed or traded on the Exchange or NYSE MKT that causes a relationship between the price of the OTC Security and the price of the security that is listed or traded on the Exchange or NYSE MKT or that underlies an NYSE Amex option, such as the announcement of a merger, acquisition, joint venture, spinoff, dissolution, bankruptcy filing or other similar type of event involving the issuers. With respect to trading in an OTC Security, such written procedures must require the member organization to exercise due diligence before commencing trading from the booth premises pursuant to this Rule to ensure that such trading is in compliance with the requirements of this Rule and that the member organization has procedures to monitor its trading activity in order to remain in compliance. A member organization must have supervisory systems in place that produce records sufficient to reconstruct, in a time-sequenced manner, all orders with respect to which the member organization is trading from the booth premises under this Rule. The member organization must be able to demonstrate which OTC Security transactions were effected from the booth premises (as compared to off-Floor trading, if applicable). If the member organization cannot demonstrate which trading is from the booth premises, the Exchange shall presume that all such trading was effected from the booth premises.

(4) A member organization approved to operate its booth premise pursuant to this rule is subject to the same regulatory requirements governing the conduct of the member organization's off-Floor or "upstairs" office, including but not limited to relevant employee registration and qualification requirements pursuant to Exchange Rule 345 and supervisory responsibilities pursuant to Exchange Rule 342.

(5) Orders originated in or routed through facilities located at such approved booth premises must comply with the relevant order entry requirements of Exchange Rules including Exchange Rules 123 and 7400 Series.

(6) A member organization approved to operate its booth premise pursuant to this rule must adopt and implement comprehensive written procedures and guidelines governing the conduct and supervision of business handled in such booth and staff working in such booth. Further, the member organization must establish a process for regular review of such written procedures and guidelines and compliance therewith. With respect to trading in an OTC Security, such written procedures must require the member organization to exercise due diligence before commencing trading from the booth premises pursuant to this Rule to ensure that such trading is in compliance with the requirements of this Rule and that the member organization has procedures to monitor its trading activity in order to remain in compliance. A member organization must have supervisory systems in place that produce records sufficient to reconstruct, in a time-sequenced manner, all orders with respect to which the member organization is trading from the booth premises under this Rule. The member organization must be able to demonstrate which OTC Security transactions were effected from the booth premises (as compared to off-Floor trading, if applicable). If the member organization cannot demonstrate which trading is from the booth premises, the Exchange shall presume that all such trading was effected from the booth premises.

(7) The written procedures and guidelines, and any changes thereto, referred to in (6) above must be approved by NYSER before implementation.

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Amended: April 21, 1955, effective June 1, 1955; June 17, 1991; May 28, 1998; December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); September 12, 2006 (NYSE-2006-58); October 5, 2006 (NYSE-2006-36); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); December 1, 2006 (NYSE-2006-76); February 20, 2007 (NYSE-2007-14); June 14, 2007 (NYSE-2007-51); October 2, 2007 (NYSE-2007-93); October 5, 2007 (NYSE-2007-94); April 18, 2008 (NYSE-2008-30); October 24, 2008 (NYSE-2008-46); November 17, 2008 (NYSE-2008-115); December 10, 2008 (NYSE-2008-127); July 7, 2009 (NYSE-2009-55); July 10, 2009 (NYSE-2009-68); November 30, 2009 (NYSE-2009-106); April 6, 2010 (NYSE-2010-31); July 8, 2011 (NYSE-2011-22); October 7, 2011 (NYSE-2011-49); December 22, 2011 (NYSE-2011-62); September 7, 2012 (NYSE-2012-40); November 27, 2012 (NYSE-2012-65); December 23, 2013 (NYSE-2013-21); January 16, 2014 (NYSE-2013-71).

Rule 71. Precedence of Highest Bid and Lowest Offer

(a) All bids made and accepted, and all offers made and accepted, in accordance with Exchange Rules shall be binding.

(b) Any bid that is made at the same or higher price of the prevailing offer shall result in a transaction at the offer price in an amount equal to the lesser of the bid or offer. The same principle shall apply when an offer is made at the same or lower price as the bid.

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Amended: October 24, 2008 (NYSE-2008-46).

Rule 72. Priority of Bids and Offers and Allocation of Executions

The provisions of this rule shall be in effect during a Pilot set to end on December 31, 2014.

(a) Priority of First Bid or Offer

(i) As used in this rule, the term "displayable" shall mean that portion of interest that could be published as, or as part of, the Exchange BBO, including pegging interest. Displayable odd-lot orders will be published as part of the Exchange BBO if, when aggregated with other interest available for execution at that price point, the sum of the odd-lot order and other interest available at that price point would be equal to or greater than a round lot. The term "displayed interest" includes that part of an order that is published as, or as part of, the Exchange BBO, which may include one or more odd-lot orders.

(ii) When a bid or offer, including pegging interest is established as the only displayable bid or offer made at a particular price and such bid or offer is the only displayable interest when such price is or becomes the Exchange BBO (the "setting interest"), such setting interest shall be entitled to priority for allocation of executions at that price as described in this rule, subject to the provisions below.

(A) Odd-lot orders, including aggregated odd-lot orders that are displayable, are not eligible to be setting interest.

(B) If at the time displayable interest of a round lot or greater becomes the Exchange BBO, there is other displayable interest of a round lot or greater, including aggregated odd-lot orders that are equal to or greater than a round lot, at the price that becomes the Exchange BBO, no interest is considered to be a setting interest, and, therefore, there is no priority established.

(C) If at the time displayable interest of a round lot or greater becomes the Exchange BBO, there is other displayable interest, the sum of which is less than a round lot, at the price that becomes the Exchange BBO, the displayable interest of a round lot or greater will be considered the only displayable bid or offer at that price point and is therefore established as the setting interest entitled to priority for allocation of executions at that price as described in this rule.

(D) If executions decrement the setting interest to an odd-lot size, a round lot or PRL order that joins such remaining odd-lot size order is not eligible to be the setting interest.

(E) If as a result of cancellation, interest is or becomes the single displayable interest of a round lot or greater at the Exchange BBO, it becomes the setting interest.

(F) Only the portion of setting interest that is or has been published in the Exchange BBO shall be entitled to priority allocation of an execution. That portion of setting interest that is designated as reserve interest and therefore not displayed at the Exchange BBO (or not displayable if it becomes the Exchange BBO) is not eligible for priority allocation of an execution irrespective of the price of such reserve interest or the time it is accepted into Exchange systems. However, if, following an execution of part or all of setting interest, such setting interest is replenished from any reserve interest, the replenished volume of such setting interest shall be entitled to priority if the setting interest is still the only interest at the Exchange BBO.

(G) If non-pegging interest becomes the Exchange BBO, it shall be considered the setting interest even if pegging interest is pegging to such non-pegging interest, and it shall retain its priority even if subsequently joined at that price by a pegging interest. (See Rule 13 - Pegging Interest.)

(b) Retention of Priority

(i) Once priority is established by setting interest, such setting interest retains that priority for any execution at that price when that price is at the Exchange BBO. In the event that executions decrement the setting interest to an odd-lot size, such remaining portion of the setting interest retains its priority for any execution at that price when that price is the Exchange BBO.

(ii) For any execution of setting interest that occurs when the price of the setting interest is not the Exchange BBO, the setting interest does not have priority and is executed on parity.

(iii) Priority of setting interest shall not be retained after the close of trading on the Exchange or following the resumption of trading in a security after a trading halt in such security has been invoked pursuant to Rule 123D or following the resumption of trading after a trading halt invoked pursuant to the provisions of Rule 80B. Priority of the setting interest is not retained on any portion of the priority interest that is routed to an away market and is returned unexecuted unless such priority interest is greater than a round lot and the only other interest at the price point is odd-lot orders, the sum of which is less than a round lot.

(c) Allocation of Executions

(i) An automatically executing order will trade first with the displayed bid (offer) and if there is insufficient displayed volume to fill the order, will trade next with reserve interest. All reserve interest will trade on parity.

(ii) For the purpose of share allocation in an execution, each single Floor broker, the DMM and orders collectively represented in Exchange systems (referred to herein as "Book Participant") shall constitute individual participants. The orders represented in the Book Participant in aggregate shall constitute a single participant and will be allocated shares among such orders by means of time priority with respect to entry.

(iii) In any execution at the Exchange BBO, a participant who has established priority as provided in (a) of this rule (i.e., is setting interest) shall receive fifteen percent (15%) of the volume of such executed amount or a minimum of one round lot, whichever is greater, until such setting interest has received a complete execution of its eligible priority interest. Setting interest that is decremented to an odd-lot size shall receive fifteen percent (15%) of the volume of such incoming interest rounded up to the size of the setting interest, or the size of the incoming interest, whichever is less.

(iv) Following the allocation of an execution to setting interest as provided in (c)(i) above, the remainder of the executed volume shall be allocated to each participant on parity. The participant with the priority interest (the setting interest) shall be included in such parity allocation.

Example for (c)(ii) and (iii):

Setting interest has 1,000 shares as the best bid of 20.05. There is an additional 600 shares of an e-Quote without priority at the same bid price. A market order to sell 500 shares arrives and is executed. The setting interest first receives 100 shares as its priority allocation (15% of 500 equals 75 shares, rounded up to 100 shares). The remainder of the execution is split on a parity basis between the two participants, with each receiving 200 shares. In total, the setting interest received 300 shares of the 500 share execution and the e-Quote received 200 shares.

(v) If there is no setting interest for an execution at the Exchange BBO, allocation of the executed volume shall be on parity by participant except as set forth in subparagraph (c)(xi) of this rule.

(vi) When an execution occurs at the Exchange BBO, interest that is displayed in the Exchange BBO shall be allocated before any interest that is not displayed. For purposes of this rule, "displayed" shall have the meaning as stated in subparagraph (a) above of this rule.

(vii) In allocating an execution that involves setting interest, whether such execution takes place at the Exchange BBO or otherwise, the volume allocated to the setting interest shall be allocated to the interest in the setting interest that is entitled to priority first.

(viii) Shares will be allocated in round lots or the size of the order if less than a round lot. In the event the number of shares to be executed at a price point is insufficient to allocate round lots to all the participants eligible to receive an execution at that price point, or the size of the order if less than a round lot, Exchange systems shall create an allocation wheel of the eligible participants at that price point and the available round lot shares will be distributed to the participants in turn. If an odd-lot sized portion of the incoming order remains after allocating all eligible round lots, the remaining shares will be allocated to the next eligible participant in less than a round lot. (See Example below.)

(A) On each trading day, the allocation wheel for each security is set to begin with the participant whose interest is entered or retained first on a time basis. Thereafter, participants are added to the wheel as their interest joins existing interest at a particular price point. If a participant cancels his, her or its interest and then rejoins, that participant joins as the last position on the wheel at that time.

Parity Example 1

Assume there is interest of the Book Participant (representing orders entered by two different public customers), three Floor brokers and the DMM are bidding at the same price, with no participant having priority. An order to sell is received by the Exchange. Exchange systems will divide the allocations among the participants as follows:

Public Order #1 100 shares and Public Order #2 100 shares Book Participant

Floor Broker 1 Participant A

DMM Participant B

Floor Broker 2 Participant C

Floor Broker 3 Participant D

A market order for 300 shares to sell entered in Exchange systems will allocate 100 shares to the Book Participant (Public Order #1), Participant A and Participant B above. Subsequently, another order to sell 300 shares at the same price is received by Exchange systems. Those shares will be allocated to Participant C, Participant D, and Book Participant ( Public Order #2).

(B) The allocation wheel will move to the next participant when an odd-lot allocation completely fills the interest of such participant.

Parity Example 2

Assume there is interest of the Book Participant (representing orders entered by two different public customers), three Floor brokers and the DMM are bidding at the same price, with no participant having priority. An order to sell is received by the Exchange. Exchange systems will divide the allocations among the participants as follows:

Public Order #1 100 shares and Public Order #2 100 shares Book Participant

Floor Broker 1 Participant A 50 shares

DMM Participant B 50 shares

Floor Broker 2 Participant C 300 shares

Floor Broker 3 Participant D 300 shares

A market order for 200 shares to sell entered in Exchange systems will allocate 100 shares to the Book Participant (Public Order #1), Participant A will receive 50 shares, Participant B above will receive 50 shares. Subsequently, another order to sell 300 shares at the same price is received by Exchange systems. Those shares will be allocated to Participant C, Participant D, and Book Participant ( Public Order #2).

Parity Example 3

Assume there is interest of the Book Participant (representing orders entered by two different public customers), three Floor brokers and the DMM are bidding at the same price, with no participant having priority. An order to sell is received by the Exchange. Exchange systems will divide the allocations among the participants as follows:

Public Order #1 100 shares and Public Order #2 100 shares Book Participant

Floor Broker 1 Participant A 50 shares

DMM Participant B 75 shares

Floor Broker 2 Participant B 75 shares

Floor Broker 3 Participant D 300 shares

A market order for 200 shares to sell entered in Exchange systems will allocate 100 shares to the Book Participant (Public Order #1), Participant A will receive 50 shares, Participant B above will receive 50 shares. Subsequently, another order to sell 300 shares at the same price is received by Exchange systems. The allocation wheel will start with Participant B. Participant B is allocated 25 shares, Participant C is allocated 100 shares, Participant D is allocated 100 shares, and Book Participant ( Public Order #2) is allocated 75 shares. Exchange systems will retain Book Participant (Public Order #2) as the participant eligible to receive the next allocation at that price point.

(C) The allocation wheel will also move to the next participant where Exchange systems execute remaining displayable odd-lot interest prior to replenishing the displayable quantity of a participant.

Parity Example 4

Assume the available bid interest on the Exchange consists of a single Book Participant and two Floor brokers listed below in order of their position on the allocation wheel none of the participants have priority.

Floor Broker 1 Participant A - 200 shares displayed and 4800 shares reserve

Book Participant Public Order #1 Participant B - 500 shares displayed

Floor Broker 2 Participant C - 500 shares displayed

An order to sell 350 shares is received by the Exchange. Exchange systems will divide the allocations among the participants as follows:

Participant A - 150 shares

Book Participant - 100 shares

Participant C - 100 shares

Each participant receives a round lot allocation. The Allocation wheel returns to Participant A as the first participant on the wheel and allocates the remaining 50 shares. The allocation wheel remains on Participant A. The remaining interest of the three participants is as follows:

Floor Broker 1 Participant A - 50 shares displayed and 4800 shares reserve

Book Participant Public Order #1 Participant B 400 shares displayed

Floor Broker 2 Participant C 400 shares displayed

Prior to the system replenishing the displayed quantity of Participant A, an order to sell 100 shares is received by Exchange systems. The system will allocate 50 shares to Participants A and B. The next allocation at the price point will begin with Participant B.

(ix) When an execution occurs outside the Exchange BBO, the interest that is displayable will be allocated before any interest that is non-displayable (i.e. reserve interest). All interest that is displayable will be on parity among individual participants' displayable interest. All interest that is non-displayable will be on parity among individual participants' non-displayable interest.

(x) Incoming orders eligible for execution at price points between the Exchange BBO shall trade with all available interest at the price. All NYSE interest available to participate in the execution (e.g., d-quotes, s-quotes, Reserve Orders pursuant to Rule 13 and Capital Commitment Schedule interest (see Rule 1000)) will trade on parity.

(xi) DMM interest added intra day to participate in a verbal transaction with a Floor broker or during a slow quote, will be allocated shares only after all other interest eligible for execution at the price point are executed in full. DMM interest added at the time of the slow quote or when verbally trading with a Floor broker not executed during the transaction will be cancelled.

However, s-Quotes, if any, representing DMM interest present at the price point prior to the verbal transaction with a Floor broker or during a slow quote will receive an allocation on parity pursuant to the provisions of subparagraph (c)(v) of this rule above.

(xii) An order that is modified to reduce the size of the order shall retain the time stamp of original order entry. Any other modification to an order, such as increasing the size or changing the price of the order, shall receive a new time stamp.

(d) Priority of Cross Transactions

When a member has an order to buy and an order to sell an equivalent amount of the same security, and both orders are "block" orders and are not for the account of such member or member organization, an account of an associated person, or an account with respect to which the member, member organization or associated person thereof exercises investment discretion, the member may "cross" those orders at a price at or within the Exchange best bid or offer. The member's bid or offer shall be entitled to priority at such cross price, irrespective of pre-existing displayed bids or offers on the Exchange at that price. The member shall follow the crossing procedures of Rule 76, and another member may trade with either the bid or offer side of the cross transaction only to provide a price which is better than the cross price as to all or part of such bid or offer. A member who is providing a better price to one side of the cross transaction must trade with all other displayed market interest on the Exchange at that price before trading with any part of the cross transaction. Following a transaction at the improved price, the member with the agency cross transaction shall follow the crossing procedures of Rule 76 and complete the balance of the cross. No member may break up the proposed cross transaction, in whole or in part, at the cross price. No DMM may effect a proprietary transaction to provide price improvement to one side or the other of a cross transaction effected pursuant to this paragraph. A transaction effected at the cross price in reliance on this paragraph shall be printed as "stopped stock".

When a member effects a transaction under the provisions of this paragraph, the member shall, as soon as practicable after the trade is completed, complete such documentation of the trade as the Exchange may from time to time require.

Example 1

Assume the Exchange's market in XYZ is quoted 20 to 20.01, 40,000 shares by 30,000 shares. A member intending to effect a 25,000 share "agency cross" transaction at a price of 20 must bid 20 for 25,000 shares and offer 25,000 shares at 20.01. The member's bid at 20 has priority, and the proposed cross could not be broken up at that price. The proposed cross could however, be broken up at 20.01, as this would provide a better price to the seller. However, a member intending to trade with the offer side of the cross would first have to take the entire displayed 30,000 share offer at 20.01 before trading with any part of the offer side of the cross.

Example 2

Assume the Exchange's market in XYZ is quoted 20 to 20.35, 20,000 shares by 20,000 shares. A member intending to effect a 25,000 share "agency cross" transaction at a price of 20.05 must follow the crossing procedures of Rule 76 and bid 20.05 for 25,000 shares and offer 25,000 shares at 20.06. The member's bid at 20.05 has priority, and the proposed cross could not be broken up at this price. The proposed cross could, however, be broken up, in whole or in part, at 20.06, as this would provide a better price to the seller.

• • • Supplementary Material: ------------------

.10 Definition of a Block - For purposes of this rule, a "block" shall be at least 10,000 shares or a quantity of stock having a market value of $200,000 or more, whichever is less.

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Amended: August 16, 1988; October 26, 1992; December 15, 1994; May 28, 1998; August 30, 2000 effective August 28, 2000 (NYSE-2000-22); December 21, 2000 (NYSE-99-24); July 18, 2002 (NYSE-2001-18); July 29, 2002 (NYSE-2002-12); February 4, 2004 (NYSE-2002-32); March 4, 2005 (NYSE-2004-61); December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); March 20, 2007 (NYSE-2006-37); October 24, 2008 (NYSE-2008-46); July 10, 2009 (NYSE-2009-69); October 1, 2009 (NYSE-2009-100); November 19, 2009 (NYSE-2009-113); March 17, 2010 (NYSE-2010-25); July 27, 2010 (NYSE-2010-43); September 1, 2010 (NYSE-2010-61); December 29, 2010 (NYSE-2010-85); April 25, 2011 (NYSE-2011-18); June 28, 2011 (NYSE-2011-29); December 5, 2011 (NYSE-2011-60); December 23, 2011 (NYSE-2011-65); July 25, 2012 (NYSE-2012-26); November 27, 2012 (NYSE-2012-65); January 2, 2013 (NYSE-2012-75); June 20, 2013 (NYSE-2013-43); January 17, 2014 (NYSE-2014-01); July 16, 2014 (NYSE-2014-33).

Rule 73. Seller's Option

On offers to buy "seller's option" at the same price, the longest option shall have precedence; on offers to sell "seller's option" at the same price, the shortest option shall have precedence.

Amended: July 1, 2009 (NYSE-2009-59).

Rule 74. Publicity of Bids and Offers

A claim by a member who states that he had on the Floor a prior or better bid or offer shall not be sustained if the bid or offer was not made with the publicity and frequency necessary to make the existence of such bid or offer generally known at the time of the transaction.

Rule 75. Disputes as to Bids and Offers

Disputes arising on bids or offers, if not settled by agreement between the members interested, shall be settled by a Floor Official. In rendering a decision as to disputes regarding the amount traded, the Floor Official shall give primary weight to statements by any member who was not a party to the transaction and shall also take into account the size of orders held by parties to the disputed transaction, and such other facts as he deems relevant. If both parties to a dispute agree, and the dispute involves either a monetary difference of $10,000 or more or a questioned trade, the matter may be referred for resolution to a panel of three Floor Governors, Senior Floor Officials, or Executive Floor Officials, or any combination thereof, whose decision shall be binding on the parties. As an alternative to a panel of three Floor Governors, Senior Floor Officials, or Executive Floor Officials, or any combination thereof, members may also proceed to resolve a dispute through long-standing arbitration procedures established under the Exchange's Rules.

• • • Supplementary Material: ------------------

.10 Discrepancies as to amount.—When there is no dispute regarding a transaction except as to the amount traded and neither party can produce a witness, the transaction must be considered to have been for the smaller amount; provided, however, that if the member claiming the smaller amount held, at the time of the transaction in dispute, an order or orders totalling the larger amount, the Floor Official, in reaching his decision, shall take into consideration that fact and all other facts which he deems relevant.

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Amended: June 18, 1970; June 17, 1991; February 4, 2004 (NYSE-2002-32); February 27, 2006, effective March 8, 2006 (NYSE-2005-77).

Rule 76. "Crossing" Orders

When a member has an order to buy and an order to sell the same security, he or she shall offer such security at a price which is higher than his or her bid by the minimum variation permitted in such security before making a transaction with himself or herself. All such bids and offers shall be clearly announced to the trading Crowd before the member may proceed with the proposed "cross" transaction.

The provisions of this rule apply only to manual transactions.

(See Rule 91.)

• • • Supplementary Material: ------------------

.10 Cross Function —

(a) Floor brokers seeking to execute buy and sell orders pursuant to Rule 76 may enter such orders from their wireless hand-held devices ("HHD") into an Exchange-provided quote minder, which will monitor protected bids and offers to determine when the limit price assigned to the proposed crossed orders is such that the orders may be executed consistent with Rule 611 of Regulation NMS. When the trade can be effected at or between the protected bid and offer, the quote minder will: (i) deliver an alert message to the HHD indicating that the order may be crossed; (ii) capture a time-stamped quote at the time that the alert was sent, (iii) commence a 20-second timer from the moment a cross trade may be executed at or between the protected and offer; and (iv) enable a "print" key function in the HHD permitting the Floor broker to cross the orders and print the trade to the Tape within that 20-second time period. Upon receipt of an alert, Floor brokers using the cross function must first announce the bid and offer to the trading Crowd in compliance with this Rule and then cross the stock using the "print" key function in the HHD before the 20-second timer expires.

(b) To be eligible for the Cross Function, the proposed cross transaction must be for at least 10,000 shares or a quantity of stock having a market value of $200,000 or more and may not be for the account of the member or member organization, an account of an associated person, or an account with respect to which the member, member organization or associated person thereof exercises investment discretion.

Amended: June 17, 1991; May 28, 1998; December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-36); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); September 10, 2012 (NYSE-2012-29).

Rule 77. Prohibited Dealings and Activities

No member shall offer publicly on the Floor:

(1) To buy or sell securities "on stop" above or below the market;

(2) to buy or sell securities "at the close";

(3) to buy or sell dividends;

(4) to bet upon the course of the market; or

(5) to buy or sell privileges to receive or deliver securities.

Rule 78. Sell and Buy Orders Coupled at Same Price

An offer to sell coupled with an offer to buy back at the same or at an advanced price, or the reverse, is a prearranged trade and is prohibited. This rule applies both to transactions in the unit of trading and in lesser and greater amounts.

Rule 79. Rescinded effective June 17, 1991.

(Rescinded effective June 17, 1991.)

Rule 79A. Miscellaneous Requirements on Stock Market Procedures

• • • Supplementary Material: ------------------

.10 Request to make better bid or offer.—When any Floor broker does not bid or offer at the limit of an order which is better than the currently quoted price in the security and is requested by his principal to bid or offer at such limit, he shall do so.

.15 With respect to limit orders received by Exchange systems, the Exchange shall publish immediately (i.e., as soon as practicable, which under normal market conditions means no later than 30 seconds from time of receipt) a bid or offer that reflects:

(i) the price and full size of each customer limit order that is at a price that would improve the Exchange BBO in such security; and

(ii) the full size of each limit order that

(A) is priced equal to the Exchange BBO for such security;

(B) is priced equal to the national best bid or offer; and

(C) represents more than a de minimis change (i.e., more than 10 percent) in relation to the size associated with the Exchange's bid or offer.

Limit orders received by the Exchange that improve the Exchange then-current bid or offer or change the size of the Exchange bid or offer, other than de minimis increases or decreases, shall be autoquoted in accordance with Exchange Rule 60(d). The opening trade or opening quotation in each security activates the autoquote facility and thereafter, each DMM shall keep active at all times the autoquote facility provided by the Exchange, except that a DMM may cause the deactivation of the autoquote facility by gapping the quote in accordance with the policies and procedures of the Exchange. Autoquoting will also be automatically suspended when a block-size transaction as defined in Rule 127 that involves orders on the Display Book® is being reported manually or a liquidity replenishment point, as defined in Exchange Rule 1000(a)(iv), is reached.

The requirements with respect to display of customer limit orders shall not apply to any customer limit order that is:

(1) executed upon receipt of the order;

(2) placed by a customer who expressly requests, either at the time the order is placed or prior thereto pursuant to an individually negotiated agreement with respect to such customer's orders, that the order not be displayed;

(3) an odd-lot order;

(4) delivered immediately upon receipt to an exchange or association-sponsored system or an electronic communications network that complies with the requirements of Rule 605 under Reg. NMS with respect to that order;

(5) delivered immediately upon receipt to another exchange member or over-the-counter market maker that complies with the requirements of Rule 604 under Reg. NMS with respect to that order;

(6) a limit order to buy at a price significantly above the current offer or a limit order to sell at a price significantly below the current bid that is handled in compliance with Exchange procedures regarding such orders ("too marketable limit orders"), or

(7) an order that is handled in compliance with Exchange procedures regarding block crosses at significant premiums or discounts from the last sale.

.20 (a) Except as relates to DMM dealer trades in such inactively traded securities as the Exchange shall from time to time identify, all transactions in stocks by the DMM as dealer (when the market is slow) or transactions in which DMM as dealer is reaching across the market (when the market is fast) which are made (i) at $1.00 or more away from the last sale when such last sale is under $20 per share or (ii) at $2.00 or more away from the last sale when such last sale is at $20 per share or over, require the prior approval of a Floor Official. For purposes of the rule, the NYSE will be considered to be a "slow" market when displaying a bid or offer (or both) that is not entitled to protection under Rule 611 of Regulation NMS. DMM dealer transactions in slow markets shall include but are not limited to (i) the opening and reopening of trading in a stock, (ii) the resumption of trading in the stock after a gapped quotation has been published, (iii) when trading in a security has triggered a Liquidity Replenishment Point or (iv) when the DMM is arranging the closing transaction in a stock.

(b) In unusual market conditions, however, except with respect to inactively traded securities, a Floor Governor, Senior Floor Official, or Executive Floor Official may determine that a different price parameter other than that required in paragraph (a) of this rule is appropriate for a particular security when the last sale is at $100 per share or over. In such case, any such determination by a Floor Governor, Senior Floor Official, or Executive Floor Official shall be for that trading session only, unless he or she, or in his or her absence, another Floor Governor, Senior Floor Official, or Executive Floor Official re-confirms that determination, on a day-to-day basis, for subsequent trading sessions. Any such determination by a Floor Governor, Senior Floor Official, or Executive Floor Official shall be reported to the Market Surveillance Division on such form as the Exchange may from time to time prescribe. When a different price parameter is determined by a Floor Governor, Senior Floor Official or Executive Floor Official, such price parameter shall be referenced for purposes of applying paragraph (a) instead of the price parameters stated therein.

(c) The term "$1.00 or more" or the term "$2.00 or more" as used herein is the net difference between the price of the current sale and the price of the last previous sale after taking into consideration a dividend or other distribution when the stock sells "ex-dividend" or "ex-distribution." For instance, if the opening sale in such stock is at $48.00 "ex-dividend" $.50 and the last sale was at $50.00, the net difference would be regarded as $1.50 and approval for publication would not be required. If the opening transaction is at $20.50 "ex-dividend" $.25 and the last sale was at $19.75, the net difference would be regarded as $1.00 and in this case approval for publication would be required.

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Amended: February 18, 1971; June 15, 1972; September 27, 1985; August 16, 1988; June 17, 1991; July 16, 1993; May 31, 1994; September 25, 1997; May 28, 1998; May 10, 1999; August 30, 2000 effective August 28, 2000 (NYSE-2000-00 Amendment No. 1); August 9, 2001 effective August 17, 2001 (NYSE-2001-16); July 29, 2002 (NYSE-2002-12); July 28, 2005 (NYSE-2005-51); March 20, 2007 (NYSE-2006-37); August 6, 2007 (NYSE-2007-65); October 24, 2008 (NYSE-2008-46); January 22, 2009 (NYSE-2008-119); March 17, 2009 (NYSE-2009-29); September 1, 2009 (NYSE-2009-85); February 11, 2011 (NYSE-2011-03); February 7, 2013 (NYSE-2013-12).

Rule 80A. Rescinded

Rule 80A was rescinded by NYSE-2007-96 on October 31, 2007.

Adopted: February 11, 1999.

Amended: August 24, 2005 (NYSE-2005-45); May 22, 2007 (NYSE-2007-34).

Rescinded: October 31, 2007 (NYSE-2007-96).

Rule 80B. Trading Halts Due to Extraordinary Market Volatility

This Rule shall be in effect during a pilot period to coincide with the pilot period for the Regulation NMS Plan to Address Extraordinary Market Volatility. If the pilot is not either extended or approved permanently at the end of the pilot period, the prior version of Rule 80B shall be in effect.

(a) The Exchange shall halt trading in all stocks and shall not reopen for the time periods specified in this Rule if there is a Level 1, 2, or 3 Market Decline.

(i) For purposes of this Rule, a Market Decline means a decline in price of the S&P 500® Index between 9:30 a.m. and 4:00 p.m. on a trading day as compared to the closing price of the S&P 500® Index for the immediately preceding trading day. The Level 1, Level 2, and Level 3 Market Declines that will be applicable for the trading day will be publicly disseminated before 9:30 a.m.

(ii) A "Level 1 Market Decline" means a Market Decline of 7%.

(iii) A "Level 2 Market Decline" means a Market Decline of 13%.

(iv) A "Level 3 Market Decline" means a Market Decline of 20%.

(b) Halts in Trading.

(i) If a Level 1 Market Decline or a Level 2 Market Decline occurs after 9:30 a.m. and up to and including 3:25 p.m. or in the case of an early scheduled close, 12:25 p.m., the Exchange shall halt trading in all stocks for 15 minutes after a Level 1 or Level 2 Market Decline. The Exchange shall halt trading based on a Level 1 or Level 2 Market Decline only once per trading day. The Exchange will not halt trading if a Level 1 Market Decline or a Level 2 Market Decline occurs after 3:25 p.m., or in the case of an early scheduled close, 12:25 p.m.

(ii) If a Level 3 Market Decline occurs at any time during the trading day, the Exchange shall halt trading in all stocks until the primary listing market opens the next trading day.

(c) Re-opening of Trading

(i) The re-opening of trading following a Level 1 or 2 trading halt shall follow the procedures set forth in Rule 123D.

(ii) If the primary listing market halts trading in all stocks, the Exchange will halt trading in all stocks until trading has resumed on the primary listing market or notice has been received from the primary listing market that trading may resume. If the primary listing market does not reopen a security within 15 minutes following the end of the 15-minute halt period, the Exchange may resume trading in that security.

(c) Nothing in this Rule 80B should be construed to limit the ability of the Exchange to otherwise halt, suspend, or pause the trading in any stock or stocks traded on the Exchange pursuant to any other Exchange rule or policy.

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Amended: May 31, 2012 (SR-NYSE-2011-48), operative April 8, 2013.

Rule 80C. Limit Up-Limit Down Plan and Trading Pauses in Individual Securities Due to Extraordinary Market Volatility

The provisions of this Rule shall be in effect during a pilot to coincide with the pilot period for the Regulation NMS Plan to Address Extraordinary Market Volatility.

(a) Limit Up-Limit Down Mechanism.

(1) Definitions.

(A) "Plan" means the Plan to Address Extraordinary Market Volatility Submitted to the Securities and Exchange Commission Pursuant to Rule 608 of Regulation NMS under the Securities Exchange Act of 1934, Exhibit A to Securities Exchange Act Release No. 67091 (May 31, 2012), 77 FR 33498 (June 6, 2012), as it may be amended from time to time.

(B) All capitalized terms not otherwise defined in this Rule shall have the meanings set forth in the Plan or Exchange rules, as applicable.

(2) Exchange Participation in the Plan. The Exchange is a Participant in, and subject to the applicable requirements of, the Plan, which establishes procedures to address extraordinary volatility in NMS Stocks.

(3) Member Organization Compliance. Member organizations shall comply with the applicable provisions of the Plan.

(4) Exchange Compliance with the Plan. Exchange systems shall not display or execute buy (sell) interest above (below) the Upper (Lower) Price Bands, unless such interest is specifically exempted under the Plan.

(5) Repricing and Cancellation of Interest. Exchange systems shall reprice and/or cancel buy (sell) interest that is priced or could be executed above (below) the Upper (Lower) Price Band. Any interest that is repriced pursuant to this Rule shall retain its time stamp of original order entry.

(A) Market Orders. If a market order cannot be fully executed at or within the Price Bands, Exchange systems shall display the unexecuted portion of the buy (sell) market order at the Upper (Lower) Price Band.

(B) Limit-priced Interest. Both displayable and non-displayable incoming limit-priced interest to buy (sell) that is priced above (below) the Upper (Lower) Price Band shall be repriced to the Upper (Lower) Price Band. Exchange systems shall also reprice resting limit-priced interest to buy (sell) to the Upper (Lower) Price Band if Price Bands move and the price of resting limit-priced interest to buy (sell) moves above (below) the Upper (Lower) Price Band. If the Price Bands move and the original limit price of repriced interest is at or within the Price Bands, Exchange systems shall reprice such interest to its original limit price.

(C) IOC Orders. If an IOC order cannot be fully executed at or within the Price Bands, Exchange systems shall cancel any unexecuted portion of the IOC Order.

(D) DMM Interest. Exchange systems shall cancel DMM Interest to buy (sell) that is entered manually or via DMM-specific order entry methodology if such interest is priced above (below) the Upper (Lower) Price Band. DMM Interest to buy (sell) that is entered via the same order entry methodology as off-Floor interest shall be repriced pursuant to paragraph (a)(5)(B) of this Rule.

(E) Market Pegging Interest. Market Pegging Interest to buy (sell) shall peg to the specified pegging price or the Upper (Lower) Price Band, whichever is lower (higher).

(F) Sell Short Orders. During a Short Sale Price Test, as set forth in Rule 440B(b), short sale orders priced below the Lower Price Band shall be repriced to the higher of the Lower Price Band or the Permitted Price, as defined in Rule 440B(e).

(G) Floor Broker Cross Function. Exchange systems shall not execute orders crossed pursuant to the process provided for in Supplementary Material .10 to Rule 76, if the price of the proposed cross transaction is outside of the Price Bands.

(6) Routing to Away Markets. Exchange systems shall not route buy (sell) interest to an away market displaying a sell (buy) quote that is above (below) the Upper (Lower) Price Band.

(7) Trading Pause during a Straddle State. The Exchange may declare a Trading Pause for a NMS Stock listed on the Exchange when (i) the National Best Bid (Offer) is below (above) the Lower (Upper) Price Band and the NMS Stock is not in a Limit State; and (ii) trading in that NMS Stock deviates from normal trading characteristics.

(b) Trading Pause. During Phase 1 of the Plan, a Trading Pause in Tier 1 NMS Stocks subject to the requirements of the Plan, shall be subject to Plan requirements and paragraph (b)(2) of this Rule; a Trading Pause in Tier 1 NMS Stocks not yet subject to the requirements of the Plan shall be subject to the requirements in paragraphs (b)(1) - (5) of this Rule; and a Trading Pause in Tier 2 NMS Stocks shall be subject to the requirements set forth in paragraphs (b)(1)(B) - (5) of this Rule. Once the Plan has been fully implemented and all NMS Stocks are subject to the Plan, a Trading Pause under the Plan shall be subject to paragraph (b)(2) of this Rule only.

(1) Between 9:45 a.m. and 3:35 p.m., or in the case of an early scheduled close, 25 minutes before the close of trading, if the price of a security listed on the Exchange, other than rights and warrants, moves by a percentage specified below within a fiveminute period ( "Threshold Move"), as calculated pursuant to paragraph (b)(3) below, trading in that security shall immediately pause on the Exchange for a period of five minutes (a "Trading Pause").

(A) The Threshold Move shall be 10% or more with respect to securities included in the S&P 500® Index and the Russell 1000® Index;

(B) The Threshold Move shall be 30% or more with respect to all Tier 2 NMS Stocks with a price equal to or greater than $1; and

(C) The Threshold Move shall be 50% or more with respect to all Tier 2 NMS Stocks with a price less than $1.

The determination that the price of a stock is equal to or greater than $1 under paragraph (b)(1)(B) above or less than $1 under paragraph (b)(1)(C) above shall be based on the closing price on the previous trading day, or, if no closing price exists, the last sale reported to the Consolidated Tape on the previous trading day.

(2) Re-opening of Trading following a Trading Pause. At the end of the Trading Pause, the Exchange shall re-open the security in a manner similar to the procedures set forth in Rule 123D, subject to the following:

(A) Indications may be published to the Consolidated Tape during a Trading Pause. Prior Floor Official approval is not required before publishing an indication. If an indication is published, it does not need to be updated before reopening the security and the security may be reopened outside of any prior indication. Any re-openings following a Trading Pause are not subject to the requirements that (i) a minimum of three minutes must elapse between the first indication and a security's re-opening, or (ii) if more than one indication is published, a minimum of one minute must elapse before a security's re-opening;

(B) After a Trading Pause has commenced, the Exchange will publish Order Imbalance Information, as defined in Rule 15(c), approximately every 15 seconds until the re-opening;

(C) In the event of a significant imbalance at the end of a Trading Pause, the Exchange may delay the re-opening of a security;

(D) The Exchange will issue a notification if it cannot resume trading for a reason other than a significant imbalance; and

(E) Floor Official approval is not required under Rule 79A.20 before reopening a security following a Trading Pause.

(F) Any interest repriced pursuant to paragraph (a) of this Rule shall return to its original order instructions for purposes of the re-opening transaction following a Trading Pause.

(3) Calculation of Threshold Move. Every second the Exchange shall calculate the Threshold Move by comparing each last consolidated sale price of a security ("Trigger Trade") during the preceding second to a reference price (the "Calculation Time"). The reference price shall be any transaction in that security printed to the Consolidated Tape during the five-minute period before the Calculation Time, except for Trigger Trades in the first five minutes following 9:45 a.m., for which reference prices will begin at 9:45 a.m. Only regular way, in-sequence transactions qualify as either a Trigger Trade or a reference price. The Exchange can exclude a transaction price from use as a reference price or Trigger Trade if it concludes that the transaction price resulted from an erroneous execution.

(4) Notification of Trading Pauses. If a Trading Pause is triggered under this Rule, the Exchange shall immediately notify the single plan processor responsible for consolidation of information for the security pursuant to Rule 603 of Regulation NMS under the Securities Exchange Act of 1934.

(5) If a primary listing market issues an individual stock trading pause, the Exchange will pause trading in that security until trading has resumed on the primary listing market or notice has been received from the primary listing market that trading may resume. If the primary listing market does not reopen the security within 10 minutes of notification of a Trading Pause, the Exchange may resume trading the security.

Adopted: June 10, 2010 (NYSE-2010-39).

Amended: June 11, 2010 (NYSE-2010-45); September 10, 2010 (NYSE-2010-49); December 9, 2010 (NYSE-2010-81); April 7, 2011 (NYSE-2011-16); June 23, 2011 (NYSE-2011-21); August 10, 2011 (NYSE-2011-40); November 23, 2011 (NYSE-2011-57); January 11, 2012 (NYSE-2011-68); August 1, 2012 (NYSE-2012-31); January 28, 2013 (NYSE 2013-05); February 8, 2013 (NYSE-2013-09); February 7, 2013 (NYSE-2013-12).

Cabinet Dealings (Rule 86-88)

Rule 86. NYSE Bonds SM

(a) Unless otherwise specified, all orders in bonds shall be received, processed, executed and reported by means of the Exchange's electronic system designated for such purpose. The Exchange system designated for this purpose shall be NYSE BondsSM "NYSE Bonds".

(b) Applicability and Definitions.

(1) Applicability. The provisions in this Rule shall apply to (i) all transactions effected through NYSE Bonds; (ii) all bids and offers made through NYSE Bonds; (iii) the handling of orders and the conduct of accounts and other matters relating to bidding, offering and trading through NYSE Bonds; and (iv) any security that is traded on NYSE Bonds, which security, for purposes of this rule, shall be referred to as a "bond". If another NYSE rule relating to bonds conflicts with the provisions of this rule, the provisions of this Rule 86 will control.

(2) Definitions. As used in this rule and other rules in their application to NYSE Bonds, the following terms shall have the meanings specified below:

(A) "NYSE Bonds" shall refer to the Exchange's electronic system for receiving, processing, executing and reporting bids, offers and executions in bonds.

(B) "NYSE Bonds Limit Order" means an order to buy or sell a stated amount of bonds at a specified price or at a better price.

(C) "NYSE Bonds Reserve Order" means a NYSE Bonds Limit Order with a portion of the order's size designated for display and a portion of the order's size "reserve size" that is not to be displayed on NYSE Bonds.

(D) "NYSE Bonds Good `Til Cancelled Order" ("NYSE Bonds GTC Order") is a NYSE Bonds Limit Order or a NYSE Bonds Reserve Order identified as "good `til cancelled" in the manner required by the Exchange, that remains in effect until it is executed or cancelled. Such order will participate in the Core Bond Auction and the Core Bond Trading Session only. Such order will participate in the Core Bond Auction if entered before commencement of the Core Bond Auction at 9:30 a.m. ET, and if not executed in the Core Bond Auction will automatically participate in the Core Bond Trading Session, unless such order is cancelled. If such order is entered after commencement of the Core Bond Auction it will participate in the Core Bond Trading Session, unless such order is cancelled. A designation of this order for any other trading session but the Core Bond Trading Session will be disregarded, and the order will be treated as an order designated for the Core Bond Trading Session, unless such order is cancelled.

(E) "NYSE Bonds Day Order" is a NYSE Bonds Limit Order or a NYSE Bonds Reserve Order which, if not executed or cancelled, expires at the end of the trading session(s) for which it was designated, on the day on which it was entered. Bond orders not specifically designated as "day" or "good `til cancelled" will be handled as NYSE Bonds Day Orders. An NYSE Bonds Day Order not designated for a particular trading session will participate in the Core Bond Auction and the Core Bond Trading Session only. Such order will participate in the Core Bond Auction if entered before commencement of the Core Bond Auction at 9:30 a.m. ET, and if not executed in the Core Bond Auction will automatically participate in the Core Bond Trading Session, unless such order is cancelled. If such order is entered after commencement of the Core Bond Auction it will participate in the Core Bond Trading Session, unless such order is cancelled.

(F) "Imbalance" with respect to a Bond Auction in a particular bond means the number of buy and/or sell orders that cannot be matched with other orders at the Indicative Match Price at any given time.

(G) "Indicative Match Price" ("IMP") with respect to a Bond Auction in a particular bond shall mean a single price at which the maximum number of bonds is executable, and may be determined in the following ways: 1) if there are two or more prices at which the maximum number of bonds is executable, the price that is closest to the closing price in that bond on the previous trading day or if the bond did not trade on the previous trading day, the price that is closest to the closing price on the last day that the bond traded; or 2) if orders to buy and orders to sell are not marketable (i.e., the price of a bond order to buy is not equal to or greater than the price of a bond order to sell), then the highest priced bid; or 3) if no bids are submitted, the lowest priced offer.

(H) "Clearly Erroneous Execution" refers to an execution involving an obvious error in any term of an order participating in such execution, such as price, unit of trading, or identification of the bond.

(I) Reserved.

(J) "Sponsoring Member Organization" refers to a NYSE Member or Member Organization that enters into a written "sponsorship agreement" with a "Sponsored Participant" to provide the Sponsored Participant with access to NYSE Bonds

(K) "Sponsored Participant" is a person who has entered into a sponsorship arrangement with a Sponsoring Member Organization to obtain access to NYSE Bonds pursuant to this Rule 86 (o) (Member Organization and Non-Member Access to NYSE Bonds).

(L) "Authorized Trader" is a person who is authorized to act on behalf of a Sponsoring Member Organization or Sponsored Participant of NYSE Bonds.

(M) "User" means any Member or Member Organization, Sponsored Participant, or Authorized Trader that is authorized to access NYSE Bonds.

(N) "Bond Auction" is a single-priced execution of bonds at the IMP.

(O) "Bond Trading Session" is the time during which bonds will be available for ordinary trading on NYSE Bonds each day the Exchange is open for business, unless otherwise determined by the Exchange. NYSE Bonds has three (3) daily Bond Trading Sessions: "Opening," "Core" and "Late."

(c) The minimum unit of trading in NYSE Bonds shall be at least one bond and the maximum unit of trading shall be one million bonds. This minimum unit of trading applies to both the displayed and undisplayed portion of a NYSE Bonds Reserve Order.

(d) The original principal amount of a bond constituting a unit of trading is generally $1,000, except that a unit of trading other than $1,000 may be designated by the Exchange for specific issues of bonds denominated in U.S. dollars or foreign currencies. Bonds priced less than an original principal amount of $1,000 may trade on NYSE Bonds, provided the User first aggregates such bonds into a unit of $1,000 before entering the order. Bids or offers for bonds priced in denominations less than $1,000 shall specify the original principal amount of the bond.

(e) Price Collar Thresholds.

A price collar threshold is a maximum price beyond which an order will not be accepted. Price collar thresholds will be established from time to time by the Exchange, with notification to NYSE Bonds Users. When one or more marketable orders to sell or one or more marketable orders to buy a particular bond have been entered into NYSE Bonds outside of a price collar threshold, such order will be rejected by the system. The price collar threshold is only active during Bond Trading Sessions where ordinary trading takes place. The price collar threshold will not be active during the queuing of bond orders or during Bond Auctions.

(f) NYSE Bonds will accept bids and offers in bonds priced to two decimal places.

(g) Securities to be Traded.

Only such securities (including convertible bonds and certain structured products) as the Exchange may specify shall be traded/dealt in through NYSE Bonds. Any security traded/dealt in through NYSE Bonds must be listed, or otherwise admitted to dealing on the Exchange.

(h) Order Designation. Orders can only be designated for Bond Trading Sessions. Orders cannot be designated for participation in Bond Auctions. Participation in Bond Auctions is automatic if an order is designated for participation in a particular Bond Trading Session and is entered prior to the commencement of the related Bond Auction as provided by this rule.

(i) Bond Trading Sessions. NYSE Bonds has three (3) Bond Trading Sessions. Orders may be entered from 3:30 a.m. ET until 8:00 p.m. ET, and must be designated for participation in one or more of these trading sessions. If an order is not so designated, it will be available for trading in the Core Bond Auction and the Core Bond Trading Session only. Such order will participate in the Core Bond Auction if entered before commencement of the Core Bond Auction at 9:30 a.m. ET, and if not executed in the Core Bond Auction will automatically participate in ordinary trading in the Core Bond Trading Session, unless such order is cancelled. If such order is entered after commencement of the Core Bond Auction it will participate in the Core Bond Trading Session, unless such order is cancelled.

(1) Opening Bond Trading Session.

(A) The Opening Bond Trading Session commences with the Opening Bond Auction at 4:00 a.m. Eastern Time ("ET") and concludes at 9:30 a.m. ET with the Core Bond Auction.

(B) Order Submission: Orders designated for the Opening Bond Trading Session and entered into NYSE Bonds before 4:00 a.m. ET will first participate in the Opening Bond Auction and if not executed will participate in ordinary trading in the Opening Bond Trading Session, unless such orders are cancelled.

(C) Orders designated only for the Opening Bond Trading Session that do not execute in the Opening Bond Auction or the Opening Bond Trading Session will participate in the Core Bond Auction, unless such orders are cancelled.

(2) Core Bond Trading Session.

(A) The Core Bond Trading Session commences with the Core Bond Auction at 9:30 a.m. ET and concludes at 4:00 p.m. ET.

(B) Order Submission: Orders designated for the Core Bond Trading Session and entered into NYSE Bonds before 9:30 a.m. ET will first participate in the Core Bond Auction and if not executed will participate in ordinary trading in the Core Bond Trading Session, unless such orders are cancelled.

(3) Late Bond Trading Session.

(A) The Late Bond Trading Session commences at 4:00 p.m. ET and concludes at 8:00 p.m. ET.

(B) Order Submission: Orders designated for the Late Bond Trading Session and entered in NYSE Bonds before 4:00 p.m. ET and until 8:00 p.m. ET will participate in ordinary trading in the Late Bond Trading Session, unless such orders are cancelled.

(C) The Late Bond Trading Session does not commence with a Bond Auction.

(j) Display and Execution of Orders in Bond Trading Sessions.

(A) Buy and sell orders in NYSE Bonds shall be displayed, matched and executed in the Bond Trading Sessions in the following sequence:

(i) According to price, with the highest bid price and the lowest offer price receiving highest priority.

(ii) Within each price, according to the time of the order entry in NYSE Bonds.

(B) Undisplayed reserve interest associated with a NYSE Bonds Reserve Order shall yield to displayed interest at the same price.

(C) The terms of an order entered into NYSE Bonds may not be modified after entry. An order may be cancelled at any time provided the order has not been executed except that an order eligible for participation in a Bond Auction may be cancelled only until two (2) minutes prior to such Bond Auction.

(D) Users shall be promptly notified of their orders' executions.

(k) Opportunity for Price Improvement. Bonds trade in price/time priority. An order to sell bonds receives price improvement when it enters NYSE Bonds priced below the then-current best bid and an order to buy bonds receives price improvement when it enters NYSE Bonds priced above the then-current best offer.

(l) Bond Auctions. NYSE Bonds will have two (2) Bond Auctions each day the Exchange is open for business, unless otherwise determined by the Exchange. The Opening Bond Auction occurs at the beginning of the Opening Bond Trading Session, and the Core Bond Auction occurs at the beginning of the Core Bond Trading Session. A Bond Auction will occur when at least one order to sell and one order to buy the particular bond have been entered into NYSE Bonds and such order is marketable (i.e., the price of a bond order to buy is equal to or greater than the price of a bond order to sell). If no marketable orders in a particular bond are entered into NYSE Bonds prior to the commencement of an Auction, such Auction will not occur and any existing orders will be available only for ordinary trading in the designated Bond Trading Session(s). During a Bond Auction orders in the system will be matched and executed at the IMP based on price-time priority.

(1) Opening Bond Auction. The Opening Bond Auction occurs at the beginning of the Opening Bond Trading Session.

(A) Order Submission. Orders designated for the Opening Bond Trading Session and submitted from 3:30 a.m. ET and before commencement of the Opening Bond Auction at 4:00 a.m. ET will participate in the Opening Bond Auction, unless such orders are cancelled.

(B) Publication of IMP. Publication of the IMP for the Opening Bond Auction, and any Imbalance associated therewith, will commence at or after 3:30 a.m. ET, with the entry in NYSE Bonds of the first order in a particular bond designated for the Opening Bond Trading Session, and at various times thereafter until the Opening Bond Auction occurs.

(C) At 4:00 a.m. ET orders that are eligible for participation in the Opening Bond Auction as described in Section (l) (1)(A) above, will be matched and executed in the Opening Bond Auction at the IMP based on price-time priority.

(D) Orders designated for the Opening Bond Trading Session that were not executed in the Opening Bond Auction, will participate in ordinary trading in the Opening Bond Trading Session, unless such orders are cancelled.

(2) Core Bond Auction. The Core Bond Auction occurs at the beginning of the Core Bond Trading Session.

(A) Order Submission. Orders designated for the Core Bond Trading Session and submitted from 3:30 a.m. ET and before commencement of the Core Bond Auction at 9:30 a.m. ET will participate in the Core Bond Auction, unless such orders are cancelled.

(B) Publication of IMP. Publication of the IMP for the Core Bond Auction, and any Imbalance associated therewith, shall commence at or after 3:30 a.m. ET with the first order in a particular bond designated for the Core Bond Trading Session, and at various times thereafter until the Core Bond Auction occurs.

(C) At 9:30 a.m. ET, orders eligible for participation in the Core Bond Auction as described in Section (l) (2)(A) above, will be matched and executed in the Core Bond Auction at the IMP based on price-time priority.

(D) Orders designated for the Core Bond Trading Session that were not executed in the Core Bond Auction, will participate in ordinary trading in the Core Bond Trading Session, unless such orders are cancelled.

(3) Display and Execution of Orders in Bond Auctions.

(A) Failure to Establish an IMP. A single order in a particular bond can establish an IMP. If no orders are entered into NYSE Bonds in a particular bond prior to the commencement of a Bond Auction, no IMP will be established and a Bond Auction will not occur.

(B) Failure to Establish a Bond Auction: If an IMP is established but no marketable orders (i.e., the price of a bond order to buy is equal to or greater than the price of a bond order to sell) are entered in NYSE Bonds for a particular bond prior to the commencement of an Auction, the Auction will not take place and orders will be available only for ordinary trading in the relevant Bond Trading Session(s), i.e., "Opening," "Core" or "Late," unless such orders are cancelled.

(C) Cancellation for Bond Auctions. Orders that are eligible for the Opening and Core Bond Auctions may be cancelled at any point until two (2) minutes prior to the commencement of the Bond Auction(s).

(m) Clearly Erroneous Executions.

(1) Subject to the approval of the Exchange, a clearly erroneous execution may be removed from NYSE Bonds if all parties to the trade do not object.

(2) Request for Review.

(A) A User that receives an execution on an order for its own or a customer account that is erroneous may request that the Exchange review the execution.

(B) Such request for review must be made via telephone, facsimile or e-mail and shall be submitted within thirty (30) minutes of the execution in question. The Exchange may consider requests for review that are submitted more than thirty (30) minutes after the execution in question, on a case-by-case basis, in a manner that promotes a fair and orderly market and does not unfairly discriminate against Users of NYSE Bonds.

(C) Upon receipt of a request to review, the Exchange shall notify each counterparty to the execution as soon as practicable. Thereafter, an Officer of the Exchange or a designee ("the Reviewer") shall review the execution under dispute and determine whether it is clearly erroneous, with a view toward maintaining a fair and orderly market and the protection of investors and the public interest.

(D) Each party to the execution shall provide, within thirty (30) minutes of the request for review, any supporting written information as may be requested by the Exchange to aid in the resolution of the matter.

(E) Determinations of a clearly erroneous execution will be based on any and all relevant factors of an execution on a case by case basis including, but not limited to, the following:

1. Execution price(s);

2. Volume and volatility of a bond;

3. News released for the issuer or the bond and/or the related security;

4. Trading halts ;

5. Corporate action(s);

6. General market conditions;

7. Rating of the bond;

8. Interest and or coupon rate;

9. Maturity date;

10. Yield curves;

11. Prior print, if available within a reasonable time frame;

12. Executions inconsistent with the trading pattern of a bond;

13. Current day's trading high/low;

14. Recent day's and week's trading high/low;

15. Executions outside the 52 week high/low;

16. Effect of a single large order creating several prints at various prices; and

17. Quotes and executions of other market centers;

(3) Review Procedures.

(A) Unless all parties to a disputed execution agree to withdraw the initial request for review, the execution under dispute shall be reviewed and a determination shall be rendered by the Exchange. If the Reviewer determines that the execution is not clearly erroneous, no action shall be taken. If the Reviewer determines that a clearly erroneous execution occurred, the execution shall be declared null and void, or one or more of the terms of the execution will be modified. The parties shall be promptly notified of the determination.

(B) If a User aggrieved by a determination made under this Rule so requests within the time permitted below, the Clearly Erroneous Execution Panel ("CEE Panel") will review determinations made by the Reviewer under this Rule, including whether a clearly erroneous execution occurred and whether the correct adjustment was made, provided, however, that the CEE Panel will not review determinations made by the Reviewer under subsection (A) of this rule if the Reviewer determines under subsection (A) of this rule that the number of the affected executions is such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest.

(C) A request for review by a CEE Panel must be made via facsimile or e-mail within thirty (30) minutes after the party making the appeal is given notification of the Reviewer's determination.

(D) The CEE Panel shall review the facts in accordance with procedures adopted by the Exchange, and render a determination within the time frame prescribed by the Exchange.

(E) The CEE Panel may confirm or overturn the Reviewer's determination. All determinations by the CEE Panel shall constitute final action by the Exchange on the matter at issue.

(4) CEE Panel Composition.

(A) The CEE Panel will be comprised of the Chief Executive Officer of NYSE Regulation or a designee and representatives from two (2) Members or Member Organizations that are Users of NYSE Bonds.

(B) The Exchange shall designate at least ten (10) Members or Member Organizations that are Users of NYSE Bonds to act as representatives to be called upon to serve on the CEE Panel as needed. In no case shall a CEE Panel include a person related to or affiliated with a party to the execution in question. To the extent reasonably possible, the Exchange shall call upon these designated representatives to participate on CEE Panels on an equally frequent basis.

(5) System Disruption, System Malfunction or Equipment Changeover.

(A) In the event of a system disruption, system malfunction or equipment changeover in the use or operation of any electronic communications and trading facilities of the Exchange affecting NYSE Bonds, an Officer of the Exchange or a designee, may review, without the need for a request for review, such NYSE Bonds executions as he or she deems appropriate, consistent with a view toward maintaining a fair and orderly market and the protection of investors and the public interest. The Reviewer will determine whether one or more clearly erroneous executions occurred and, if so, declare them null and void or modify the terms of such executions

(B) Absent extraordinary circumstances, any action pursuant to this subsection (5) shall be taken within thirty (30) minutes of detection of the system disruption, system malfunction, equipment changeover or an erroneous execution resulting from such events.

(C) If an execution is deemed to be a clearly erroneous execution as a result of a system problem, each party to the execution shall be notified of the determination as soon as practicable and, if aggrieved by such determination may appeal to the CEE Panel in accordance with the provisions of subsections (3)(B)-(E) above.

(n) Halting, Suspending or Closing Trading on NYSE Bonds

(1) Trading on NYSE Bonds may be halted, suspended or closed when:

(A) In the exercise of its regulatory function, the Exchange determines such action is necessary and appropriate to maintain a fair and orderly market, protect investors, or otherwise is in the public interest due to extraordinary circumstances or unusual market conditions; or

(B) In the case of a particular bond whenever, for regulatory purposes, trading in the related stock has been halted, suspended or closed on the Exchange or the primary listing exchange, or

(C) In the case of a particular bond trading on the Exchange pursuant to unlisted trading privileges, whenever, for regulatory purposes, trading in that bond has been halted, suspended or closed on the primary listing exchange, or

(D) In the case of a particular bond, news reports have a material impact on that bond, its issuer, or related stock of that issuer, or

(E) In the case of a particular bond trading on the Exchange pursuant to unlisted trading privileges, if the authority under which a bond trades on the Exchange or its primary market is revoked (e.g. because it is delisted).

(F) No terms or conditions specified in this rule shall be interpreted to be inconsistent with any other rules of the Exchange.

(2) Bond Halt and Bond Halt Auction.

(A) In the event of a trading halt on NYSE Bonds ("Bond Halt") a halt message shall be disseminated by the Exchange at the beginning and end of the halt.

(B) During a Bond Halt, orders may be entered into NYSE Bonds and will queue according to price/time priority.

(C) Upon conclusion of a Bond Halt, trading will commence with a Bond Halt Auction where the orders will match and execute at the IMP that is determined upon conclusion of the Bond Halt. Like the Opening and Core Bond Auctions, the Bond Halt Auction is a single-priced execution of bonds that trade at the IMP.

(D) Publication of IMP. Upon commencement of the Bond Halt, and at various times thereafter, the IMP, and any Imbalance associated therewith, will be disseminated by the Exchange.

(E) Failure to Establish an IMP. A single order in a particular bond can establish an IMP. If no orders are entered into NYSE Bonds in a particular bond prior to the commencement of a Bond Halt Auction, the IMP will not be established and the Bond Halt Auction will not occur.

(F) Failure to Establish a Bond Halt Auction. If an IMP is established for a Bond Halt Auction but no marketable orders (i.e., the price of a bond order to buy is equal to or greater than the price of a bond order to sell) are entered in NYSE Bonds prior to the commencement of the Bond Halt Auction the Auction will not occur and the orders will be available only for ordinary trading in the Bond Trading Session that correlates in time with the conclusion of the Bond Halt, unless such orders are cancelled.

(G) Order Cancellation. Orders that are eligible for execution in a Bond Halt Auction may be cancelled at any time prior to the beginning of the Bond Halt Auction.

(o) Member Organization and Non-Member Access to NYSE Bonds.

(a) General. NYSE Bonds shall be available for entry and execution of orders by Members or Member Organizations and Sponsored Participants with authorized access. To obtain authorized access to NYSE Bonds, a Sponsored Participant must enter into a written agreement with a Sponsoring Member Organization and the Exchange.

(b) Sponsored Participants. A Sponsored Participant may obtain authorized access to NYSE Bonds only if such access is authorized in advance by one or more Sponsoring Member Organizations as follows:

(1) Sponsored Participants must enter into and maintain sponsorship agreements with one or more Sponsoring Member Organizations establishing proper relationship(s) and account(s) through which the Sponsored Participant may trade on NYSE Bonds. Such sponsorship agreement(s) must incorporate the sponsorship provisions set forth in paragraph (2) below.

(2) For a Sponsored Participant to obtain and maintain authorized access to NYSE Bonds, a Sponsored Participant and its Sponsoring Member Organization must agree in writing to the following sponsorship provisions:

(A) Sponsored Participant and its Sponsoring Member Organization must have entered into and maintained a written agreement with the Exchange. The Sponsoring Member Organization must designate the Sponsored Participant by name in its written agreement as such.

(B) Sponsoring Member Organization acknowledges and agrees that:

(i) All orders entered by the Sponsored Participant and any person acting on behalf of or in the name of such Sponsored Participant and any executions occurring as a result of such orders are binding in all respects on the Sponsoring Member Organization and

(ii) Sponsoring Member Organization is responsible for any and all actions taken by such Sponsored Participant and any person acting on behalf of or in the name of such Sponsored Participant.

(C) Sponsoring Member Organization shall comply with the rules of the Exchange, the rules and procedures with regard to NYSE Bonds and Sponsored Participant shall comply with the rules of the Exchange and the rules and procedures with regard to NYSE Bonds, as if Sponsored Participant were a Sponsoring Member Organization.

(D) Sponsored Participant shall maintain, keep current and provide to the Sponsoring Member Organization a list of Authorized Traders who may obtain access to the NYSE Bonds on behalf of the Sponsored Participant.

(E) Sponsored Participant shall familiarize its Authorized Traders with all of the Sponsored Participant's obligations under this Rule and will assure that they receive appropriate training prior to any use or access to NYSE Bonds.

(F) Sponsored Participant may not permit anyone other than Authorized Traders to use or obtain access to NYSE Bonds.

(G) Sponsored Participant shall take reasonable security precautions to prevent unauthorized use or access to NYSE Bonds, including unauthorized entry of information into NYSE Bonds, or the information and data made available therein. Sponsored Participant understands and agrees that Sponsored Participant is responsible for any and all orders, trades and other messages and instructions entered, transmitted or received under identifiers, passwords and security codes of Authorized Traders, and for the trading and other consequences thereof.

(H) Sponsored Participant acknowledges its responsibility to establish adequate procedures and controls that permit it to effectively monitor its employees, agents and customers' use and access to NYSE Bonds for compliance with the terms of this agreement.

(I) Sponsored Participant shall pay when due all amounts, if any, payable to Sponsoring Member Organization, NYSE Bonds or any other third parties that arise from the Sponsored Participants access to and use of NYSE Bonds. Such amounts include, but are not limited to applicable exchange and regulatory fees.

(3) The Sponsoring Member Organization must provide the Exchange with a notice of consent acknowledging its responsibility for the orders, executions and actions of its Sponsored Participant at issue.

(4) Authorized Traders

(A) Sponsoring Member Organization shall maintain a list of Authorized Traders who may obtain access to NYSE Bonds on behalf of the Sponsoring Member Organization or the Sponsoring Member Organization's Sponsored Participants. The Sponsoring Member Organization shall update the list of Authorized Traders as necessary. Sponsoring Member Organizations must provide the list of Authorized Traders to the Exchange upon request.

(B) A Sponsoring Member Organization must have reasonable procedures to ensure that all Authorized Traders comply with the trading rules and procedures related to NYSE Bonds and all other rules of the Exchange.

(C) A Sponsoring Member Organization must suspend or withdraw a person's status as an Authorized Traders if the Exchange has determined that the person has caused the Sponsoring Member Organization to fail to comply with the rules of the Exchange and the Exchange has directed the Sponsoring Member Organization to suspend or withdraw the person's status as an Authorized Trader.

(D) A Sponsoring Member Organization must have reasonable procedures to ensure that the Authorized Trader maintain the physical security of the equipment for accessing the facilities of NYSE Bonds to prevent the improper use or access to the system, including unauthorized entry of information into the system.

(p) Reports and Recordkeeping.

(1) NYSE Bonds Trading Reports and Records. Users of NYSE Bonds must comply with all relevant rules of the Exchange and the Securities and Exchange Commission in relation to reports and records of transactions on NYSE Bonds including but not limited to Exchange Rules 342 and 4522, and Sections 17a-3 and 17a-4 of the Securities Exchange Act of 1934.

Adopted: May 28, 1998.

Amended: August 9, 2001 effective August 17, 2001 (NYSE-2001-16); June 6, 2005 (NYSE-2004-42); March 20, 2007 (SR-NYSE-2006-37); October 22, 2008 (NYSE-2008-106); December 18, 2008 (NYSE-2008-129); July 14, 2011 (NYSE-2011-33).

Rule 87. Bond Trading License

(a) Notwithstanding the requirements of Rule 300, the Exchange may issue a bond trading license ("BTL") that permits a member organization to effect debt transactions on the Exchange or through any facility thereof. An organization may acquire and hold a BTL only if and for so long as such organization is qualified and approved to be a member organization of the Exchange. A BTL is not transferable and may not be, in whole or in part, transferred, assigned, sublicensed or leased; provided, however, that the holder of the BTL may, with the prior written consent of the Exchange, transfer a BTL to a qualified and approved member organization (i) that is an affiliate or (ii) that continues substantially the same business of such BTL holder without regard to the form of the transaction used to achieve such continuation, e.g., merger, sale of substantially all assets, reincorporation, reorganization or the like. The price per BTL shall be published in the Exchange's price list.

Adopted: January 19, 2011 (NYSE-2010-74).

Amended: December 16, 2011 (NYSE-2011-63); December 21, 2012 (NYSE-2012-74); April 25, 2014 (NYSE-2014-08).

Rule 88. Bonds Liquidity Providers

(a) Bonds Liquidity Provider. A "Bonds Liquidity Provider" ("BLP") is a member organization that electronically enters orders from off the Floor of the Exchange into the NYSE BondsSM ("NYSE Bonds") trading system. To be eligible for the financial incentive for a bond as set forth in paragraph (b) below, a BLP must maintain in accordance with paragraph (f) below:

(1) a bid at least seventy percent (70%) of the trading day for such bond;

(2) an offer at least seventy percent (70%) of the trading day for such bond; and

(3) a bid or offer at the Exchange's Best Bid ("BB") or Exchange's Best Offer ("BO") at least five percent (5%) of the trading day for all of its bonds in the aggregate.

(b) Rebate. A BLP that meets the quoting requirement for a bond as described in paragraph (a) of this Rule shall receive the liquidity provider rebate set forth in the Exchange's Price List.

(c) Qualifications of a BLP. To qualify as a BLP, a member organization must:

(1) demonstrate an ability to meet the quoting requirements of a BLP;

(2) have mnemonics that identify to the Exchange BLP trading activity in assigned BLP bonds. A member organization may not use such mnemonics for trading activity at the Exchange in assigned BLP bonds that is not BLP trading activity but may use the same mnemonics for trading activity in bonds not assigned to a BLP. If a member organization does not identify to the Exchange the mnemonic to be used for BLP trading activity, the member organization shall not receive credit for such BLP trading; and

(3) have adequate trading infrastructure and technology to support electronic trading.

(d) Application Process.

(1) To become a BLP, a member organization must submit a BLP application form with all supporting documentation to the Exchange.

(2) After an applicant submits a BLP application to the Exchange, with supporting documentation, the Exchange shall notify the applicant member organization of its decision.

(3) If an applicant is approved by the Exchange to receive BLP status, such applicant must establish connectivity with relevant Exchange systems before such applicant is permitted to trade as a BLP on the Exchange.

(4) In the event an applicant is disapproved or disqualified under paragraph (i)(2) below by the Exchange, such applicant may request an appeal of such disapproval or disqualification by the Exchange as provided in paragraph (j) of this Rule, and/or reapply for BLP status three (3) months after the month in which the applicant received disapproval or disqualification notice from the Exchange.

(e) Voluntary Withdrawal of BLP Status. A BLP may withdraw from the status of a BLP by giving notice to the Exchange. Such withdrawal shall become effective when those bonds assigned to the withdrawing BLP are reassigned to another BLP. After the Exchange receives the notice of withdrawal from the withdrawing BLP, the Exchange shall reassign such bonds as soon as practicable, but no later than 30 days of the date said notice is received by the Exchange. In the event the reassignment of bonds takes longer than the 30-day period, the withdrawing BLP shall have no obligations under this Rule 88 and shall not be held responsible for any matters concerning its previously assigned BLP bonds upon termination of this 30-day period.

(f) Calculation of Quoting Requirements.

(1) A BLP's 70% quoting requirement is calculated by determining the average percentage of time a BLP is at a bid (offer) in each of its BLP bonds during the regular trading day on a daily and monthly basis. The Exchange shall determine whether a BLP has met this requirement by calculating the following:

(A) the "Daily Bid Quoting Percentage" is calculated by determining the percentage of time a BLP has at least 10 displayed BLP bonds in an Exchange bid during each trading day for a calendar month;

(B) the "Daily Offer Quoting Percentage" is calculated by determining the percentage of time a BLP has at least 10 displayed BLP bonds in an Exchange offer during each trading day for a calendar month;

(C) the "Monthly Average Bid Quoting Percentage" is calculated for each BLP bond by summing the bond's "Daily Bid Quoting Percentages" for each trading day in a calendar month then dividing the resulting sum by the total number of trading days in such calendar month;

(D) the "Monthly Average Offer Quoting Percentage" is calculated for each BLP bond by summing the bond's "Daily Offer Quoting Percentage" for each trading day in a calendar month then dividing the resulting sum by the total number of trading days in such calendar month.

(E) Only displayed orders entered throughout the trading day shall be used when calculating whether a BLP is in compliance with its 70% average quoting requirements.

(2) A BLP's 5% quoting requirement is calculated by determining the average percentage of time a BLP is at the BB or BO in each of its BLP bonds during the regular trading day on a daily and monthly basis, as follows:

(A) the "Daily BB Quoting Percentage" is calculated by determining the percentage of time a BLP has at least one displayed BLP bond in an Exchange bid at the BB during each trading day for a calendar month;

(B) the "Daily BO Quoting Percentage" is calculated by determining the percentage of time a BLP has at least one displayed BLP bond in an Exchange offer at the BO during each trading day for a calendar month;

(C) the "Daily BBO Quoting Percentage" is calculated for each trading day by summing the "Daily BB Quoting Percentage" and the "Daily BO Quoting Percentage" in each BLP bond; and

(D) the "Monthly Average BBO Quoting Percentage" is calculated for each BLP bond by summing the bond's "Daily BBO Quoting Percentages" for each trading day in a calendar month then dividing the resulting sum by the total number of trading days in such calendar month.

(E) Only displayed orders at the BB and BO throughout the trading day shall be used when calculating whether a BLP is in compliance with its 5% average quoting requirement.

(3) The 5% average quoting requirement shall not be applicable in the first two (2) calendar months a member organization operates as a BLP. The quoting requirement shall take effect on the first day of the third consecutive calendar month the member organization operates as a BLP.

(g) Matching of BLPs and Issuers.

(1) An issuer may be represented by only one BLP.

(2) Prior to the commencement of the BLP program, the Exchange shall match issuers with BLPs that have been approved under Rule 88(d) in the following manner. For issuers that have at least one debt issue with a current outstanding principal of $500 million or greater, each BLP may select the issuers that it wants to represent, with the order of selection determined by lottery. For issuers that have debt issues that each have a current outstanding principal of less than $500 million, each BLP may submit a list of the issuers and each issuer's bonds that it is willing to represent; the BLP that is willing to represent the most bonds for a given issuer shall be matched to that issuer. In event of a tie, the BLP with the highest lottery number from the first round of matching shall be matched with the issuer.

(3) After the commencement of the BLP program, on a monthly basis, BLPs may apply for unrepresented issuers. The BLP willing to represent the most debt issuances of such issuer shall be awarded status as BLP for such issuer; in the event of a tie, the issuer shall be awarded by lottery.

(4) A BLP must represent each debt issuance of an issuer assigned to the BLP that has an outstanding principal of $500 million or more. A BLP also may represent any issuance below such level, but shall not be required to do so. If a BLP is representing a debt issuance that was above $500 million but falls below such level, or has voluntarily been representing an issuance below the $500 million level where the outstanding principal amount has since been reduced, the BLP may cease representing such debt issuance by notifying the Exchange in writing by the 15th day of the month, in which case the BLP may cease acting as such on the 1st day of the following month.

(h) Entry of Orders by BLPs. BLPs may only enter orders electronically from off the Floor of the Exchange and may only enter such orders directly into Exchange systems and facilities designated for this purpose.

(i) Failure to Meet Quoting Requirements.

(1) If, in any given calendar month after the first two months a BLP acts as a BLP, a BLP fails to meet any of the quoting requirements set forth in paragraph (a) of this Rule for any assigned BLP bond, the BLP shall not receive the rebate described in paragraph (b) for the affected bond, and if such failure to meet the quoting requirements continues for three consecutive calendar months in any assigned BLP bond, the Exchange may, in its discretion, take one or more of the following actions:

(A) revoke the assignment of the affected issuer's bonds from the BLP;

(B) revoke the assignment of additional unaffected issuers from the BLP; or

(C) disqualify a member organization from its status as a BLP.

(2) Disqualification Determinations. The Exchange shall determine if and when a member organization is disqualified from its status as a BLP. One calendar month prior to any such determination, the Exchange shall notify a BLP of such impending disqualification in writing. When disqualification determinations are made, the Exchange shall provide a disqualification notice to the member organization.

(3) Re-application for BLP Status: In the event a member organization is disapproved pursuant to paragraph (d)(2) or disqualified from its status as a BLP pursuant to paragraph (i)(1)(C), such member organization may re-apply for BLP status. Such application process shall occur at least three (3) calendar months following the month in which such member organization received its disapproval or disqualification notice.

(j) Appeal of Disapproval or Disqualification

(1) In the event a member organization disputes the Exchange's decision to disapprove or disqualify it under paragraph (d)(4) or (i)(2), such member organization ("appellant") may request, within five (5) business days of receiving notice of the decision, the Bond Liquidity Provider Panel ("BLP Panel") to review all such decisions to determine if such decisions were correct.

(A) In the event a member organization is disqualified from its status as a BLP pursuant to paragraph (i)(2)of this Rule, the Exchange shall not reassign the appellant's bonds to a different BLP until the BLP Panel has informed the appellant of its ruling.

(2) The BLP Panel shall consist of the NYSE's Chief Regulatory Officer ("CRO"), or a designee of the CRO, and two (2) officers of the Exchange designated by the Co-Head of U.S. Listings and Cash Execution.

(3) The BLP Panel shall review the facts and render a decision within the time frame prescribed by the Exchange.

(4) The BLP Panel may overturn or modify an action taken by the Exchange under this Rule. All determinations by the BLP Panel shall constitute final action by the Exchange on the matter at issue.

Adopted: January 19, 2011 (NYSE-2010-74).

Amended: December 16, 2011 (NYSE-2011-63); December 21, 2012 (NYSE-2012-74); April 25, 2014 (NYSE-2014-08).

Members Dealing for Their Own Accounts (Rules 90—98A)

Rule 90. Dealings by Members on the Exchange

(a) No member or member organization shall effect any transaction in any security on the Exchange for his or its account, the account of an associated person, or an account with respect to which the member, member organization or an associated person thereof exercises investment discretion. For the purposes of this Rule, the term "associated person" has the meaning set forth in Section 3(a)(21) of the Securities Exchange Act of 1934 (the Act).

(b) The provisions of paragraph (a) of this Rule shall not apply to transactions effected pursuant to the exemptions contained in Section 11(a)(1)(A) through (H) of the Act, or a rule adopted thereunder.

(c) No bid or offer made by a member on an order for the account of a member or member organization subject to Section 11(a)(1)(G) of the Act and Rule 11a1-1(T) thereunder shall be entitled to priority over, parity with or precedence based on size over any order which is for the account of a person who is not a member, member organization or an associated person thereof.

(d) Immediately before executing an order pursuant to Section 11(a)(1)(G) of the Act and Rule 11a1-1(T) thereunder, a member (other than the DMM in such security) shall clearly announce or otherwise indicate to the DMM and to other members then present in the trading crowd in such security that he is representing an order to be executed pursuant to these provisions.

(See Rule 108 "Limitations on Members' Bids and Offers" and Rule 112.10 for "Interpretations and Instructions".)

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Adopted: February 1, 1979.

Amended: October 1, 2002 effective August 10, 2002 (NYSE-2002-31); October 24, 2008 (NYSE-2008-46).

Rule 91. Taking or Supplying Securities Named in Order

No member, whether acting as a DMM or otherwise, who has accepted for execution, personally or through his or her member organization, an order for the purchase of securities shall fill such order by selling such securities for any account in which he, his member organization, or any member, principal executive, approved person or officer of such member organization is directly or indirectly interested when the member knows or should have known that the sale is for such an account or having so accepted an order for the sale of securities shall fill such order by buying such securities for such an account, except as follows:

(a) Missing the market

A member who neglects to execute an order may be compelled to take or supply for his own account or that of his member organization the securities named in the order;

(b) "Crossing" for own account

A member may take the securities named in the order provided (1) he shall have offered the same in the open market at a price which is higher than his bid by the minimum variation permitted in such securities, and (2) the price is justified by the condition of the market, and (3) the member who gave the order shall directly, or through a broker authorized to act for him or her, after prompt notification, accept the trade;

(c) A member may supply the securities named in the order provided (1) he shall have bid for the same in the open market at a price which is lower than his offer by the minimum variation permitted in such securities, and (2) the price is justified by the condition of the market, and (3) the member who gave the order shall directly or through a broker authorized to act for him or her, after prompt notification, accept the trade;

(d) "On order"

A member acting as a broker is permitted to report to his or her principal a transaction as made with himself or herself when he or she has orders from two principals to buy and to sell the same security and not to give up, such orders being executed in accordance with Rule 76, in which case he must add to his name on the report the words "on order."

• • • Supplementary Material: ------------------

.10 Confirmation of transactions.—When a member or member organization is notified to send a member to a DMM unit's post for the purpose of confirming a transaction with another member who has elected to take or supply for his own account the securities named in an order entrusted to him or her, the member or member organization so notified or a member representing the notified party must respond as soon as practicable under the prevailing circumstances following notification to the member or member organization of the report of execution of the transaction. The transaction must then be either confirmed or rejected with a member and not with a clerk. Transactions which are not then confirmed or rejected in accordance with the procedures above are deemed to have been accepted. If the DMM took or supplied the securities, the member so notified must initial the memorandum record of the DMM which shows the details of the trade and return it to the DMM. The DMM must keep such memoranda records for a period of three years.

Any disagreement as to whether a member or member organization has taken timely action pursuant to this paragraph shall be resolved in accordance with the principles of Rule 75.

.30 Orders Stored in Exchange Systems.—In the case where a DMM takes or supplies, for an account in which the DMM has an interest, the securities named in an order stored in Exchange Systems, the provisions above regarding confirmation of the transaction shall not apply.

.40 Electronic Order Routing and Reporting.—In the case where a DMM takes or supplies, for an account in which the DMM has an interest, the securities named in an order which is received by any Exchange electronic order routing system, paragraphs (b)(3) and (c)(3) and paragraph .10 above shall not apply. A member representing the member organization which transmitted the order via the Exchange's order routing systems, may reject any such trade by notifying the DMM in writing promptly after the member organization has received a report on the transaction. Any transaction not rejected in this manner shall be deemed accepted.

.50 Rejection of DMM's principal transactions.—If there is a continued pattern of rejections of a DMM's principal transactions, a Floor Official may be called upon and require the broker to review his or her actions. It should be noted, however, that if a customer gives instructions to his or her broker to reject trades with the DMM's name on the other side, this would be a conditional order and should not be entrusted to the DMM for execution.

The foregoing does not compromise the unconditional right of a broker to reject any trade where the DMM trades as principal. In addition, no disciplinary process would be triggered against the broker for exercising his or her right to reject the trade.

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Adopted: September 8, 1980; February 17, 1981.

Amended: May 18, 1972; August 9, 1976; November 23, 1977; June 17, 1991; February 4, 2004 (NYSE-2002-32); October 24, 2008 (NYSE-2008-46); February 18, 2009 (NYSE-2009-13); March 17, 2009 (NYSE-2009-29); April 2, 2012 (NYSE-2012-06).

Rule 92. Reserved

Reserved.

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Amended: May 18, 1972; August 9, 1976; August 11, 1978; October 26, 1989; May 24, 1991; March 30, 2001 effective January 7, 2002 (NYSE-94-34); July 5, 2007 (NYSE-2007-21); July 18, 2007 (NYSE-2007-63); October 31, 2007 (NYSE-2007-96); October 24, 2008 (NYSE-2008-46); February 18, 2009 (NYSE-2009-13); March 23, 2009 (NYSE-2009-30); July 30, 2009 (NYSE-2009-73); December 29, 2009 (NYSE-2009-129); July 21, 2010 (NYSE-2010-52); July 27, 2010 (NYSE-2010-43); December 7, 2010 (NYSE-2010-76); July 12, 2011 (NYSE-2011-32); August 18, 2011 (NYSE-2011-43).

Rule 93. Trading for Joint Account

(a) No member who is approved by the Exchange to initiate transactions on the Exchange Floor or his member organization or any other member or allied member therein, shall, directly or indirectly, hold any interest or participation in any joint account for buying or selling any security on the Exchange, unless such joint account is reported to and not disapproved by the Exchange.

The report should contain the following information for each account:

(1) Name of the account, with names of all participants and their respective interests in profits and losses;

(2) a statement regarding the purpose of the account;

(3) name of the member organization carrying and clearing the account;

(4) a copy of any written agreement or instrument relating to the account.

Any changes which take place in a joint account in respect of the information filed should be reported at once to the Exchange.

[Repositioned from Rule 423 with change effective April 27, 1983.]

(b) No member while on the Floor shall, without the prior approval of a Floor Official, initiate the purchase or sale on the Exchange of stock for any account in which he, his member organization or any other member or allied member therein is directly or indirectly interested with any person other than such member organization or any other member or allied member therein.

(c) The provisions of this Rule shall not apply to any purchase or sale (1) by a member for a joint account maintained solely for effecting bona fide domestic or foreign arbitrage transactions, or (2) by an odd-lot dealer or a DMM for any joint account in which he is expressly permitted to have an interest or participation by Rule 94.

• • • Supplementary Material: ------------------

.10 A member who issues a commitment or obligation to trade from the Exchange through ITS or any other Application of the System shall, as a consequence thereof, be deemed to be initiating a purchase or a sale of a security on the Exchange as referred to in this Rule.

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Amended: May 18, 1972; August 11, 1978; April 27, 1983; October 24, 2008 (NYSE-2008-46).

Rule 94. Designated Market Makers' or Interest in Joint Accounts

(a) A DMM, who conducts business on behalf of a DMM unit, shall neither directly nor indirectly acquire or hold any interest or participation in any joint account for buying or selling on the Exchange, or any other Application of the System, any stock in which such DMM is registered, except a joint account in which such DMM unit is the participant (i) with a member or members who conduct business or (ii) with a member organization.

Amended: May 18, 1972; August 11, 1978; June 17, 1991; October 24, 2008 (NYSE-2008-46); July 27, 2010 (NYSE-2010-43).

Rule 95. Discretionary Transactions

(a) No member while on the Floor shall execute or cause to be executed on the Exchange, or through ITS or any other Application of the System, any transaction for the purchase or sale of any stock with respect to which transaction such member is vested with discretion as to (1) the choice of security to be bought or sold, (2) the total amount of any security to be bought or sold, or (3) whether any such transaction shall be one of purchase or sale. The member must receive all material terms of an order, as referenced in (1), (2), and (3), from the member's customer off the Floor, and may not simply rely on a general understanding of the customer's intentions and thereby create an order or a material term of an order on the Floor. For example, a member who has purchased stock pursuant to a customer's off-Floor order may not simply rely on an understanding of the customer's strategy to sell the stock if it becomes profitable to do so, but must first obtain a new order to sell entered by the customer from off the Floor. See also Rule 90 and the supplementary material thereto.

(b) The provisions of paragraph (a) of this Rule shall not apply to any transaction permitted by Rule 93 for any account in which the member executing such transaction is directly or indirectly interested.

• • • Supplementary Material: ------------------

.10 The provisions of this rule shall not apply to (i) any order to liquidate a position carried over from a previous trading session; (ii) any order liquidating any part of a position assumed as part of a strategy relating to bona fide arbitrage; and (iii) any order liquidating any part of a block position assumed in reliance on the exemption for block positioners contained in Section 11(a)(1)(A) of the Securities Exchange Act.

.20 Reserved

.30 Reserved

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Amended: August 11, 1978; October 26, 1989; June 17, 1991; July 13, 1994; effective September 23, 1994; June 18, 1997; August 1, 1997; February 4, 2004 (NYSE-2002-32); July 12, 2013 (NYSE-2012-57).

Rule 96. Limitation on Members' Trading Because of Options

No member while on the Floor shall initiate the purchase or sale on the Exchange for his own account of for any account in which he, his member organization, or any member, principal executive, or approved person of such member organization is directly or indirectly interested, of any stock in which he holds or has granted any put, call, straddle or other option, or in which he has knowledge that his member organization or any of the above mentioned accounts holds or has granted any put, call, straddle or other option, except that the provisions of this rule shall not apply in the case of any such options that are listed or traded on a national securities exchange. The Exchange may at any time, and from time to time, require reports relating to transactions in options effected by a member or member organization.

• • • Supplementary Material: ------------------

.10 A member who issues a commitment or obligation to trade from the Exchange through ITS or any other Application of the System shall, as a consequence thereof, be deemed to be initiating a purchase or a sale of a security on the Exchange as referred to in this Rule.

.20 See paragraph (c)(iii) of Rule 800 (Basket Trading: Applicability and Definitions) in respect of the ability to initiate basket transactions notwithstanding the limitations of this Rule.

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Amended: May 18, 1972; August 9, 1976; August 11, 1978; October 26, 1989; May 31, 1994; April 2, 2012 (NYSE-2012-06).

Rule 97. Reserved

[Rule 97 was removed and reserved on March 7, 2008 by SR-NYSE-2008-03.]

Adopted: June 15, 1972.

Amended: April 3, 1975; effective May 1, 1975; February 10, 1976; effective March 3, 1976; June 25, 1984; September 27, 1985; October 26, 1989; June 17, 1991; September 4, 1998; September 27, 2002 (NYSE-2001-24); July 6, 2007 (NYSE-2007-61); March 7, 2008 (NYSE-2008-03).

Rule 98. Operation of a DMM Unit

(a) Applicability

(1) The provisions of this rule shall apply to all member organizations seeking to operate a DMM unit at the Exchange and any approved person that may provide services to a DMM unit.

(b) Definitions

For purposes of this Rule, the following terms shall be defined as provided.

(1) "DMM unit" means a trading unit within a member organization that is approved pursuant to Rule 103 to act as a DMM unit.

(2) "DMM securities" means any securities allocated to the DMM unit pursuant to Rule 103B or other applicable rules.

(3) "DMM rules" means any rules that govern DMM or DMM unit conduct or trading.

(4) "Floor-based non-public order" any order, whether expressed electronically or verbally, or any information regarding a reasonably imminent non-public transaction or series of transactions entered or intended for entry or execution on the Exchange and which is not publicly available on a real-time basis via an Exchange-provided datafeed, such as NYSE OpenBook® or otherwise not publicly available. Non-public orders include order information at the opening, re-openings, the close, and order information in Exchange systems that is not available via NYSE OpenBook®.

(5) "Investment banking department" means any department or division, whether or not specifically identified as such, that performs any investment banking services on behalf of a member organization.

(6) "Research department" means any department or division, whether or not specifically identified as such, that is responsible for preparing the substance of a research report on behalf of a member organization.

(7) "Related products" means any derivative instrument that is related to a DMM security, including options, warrants, hybrid securities, single-stock futures, security-based swap agreement, a forward contract, or any other instrument that is exercisable into or whose price is based upon or derived from a security traded at the Exchange.

(c) Operation of a DMM unit.

(1) A member organization will be permitted to operate a DMM unit provided that the member organization has obtained prior written approval from the Exchange.

(2) A member organization seeking approval to operate a DMM unit pursuant to this rule must maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such member organization's business, (i) to prevent the misuse of material, non-public information by such member organizations or persons associated with such member organization and (ii) to ensure compliance with applicable federal laws and regulations and with Exchange rules. For purposes of this Rule, conduct constituting the misuse of material, non-public information includes, but is not limited to:

(A) Trading in any securities issued by a corporation, or in any related product, while in possession of material-non-public information concerning the issuer; or

(B) Trading in a security or related product, while in possession of material non-public information concerning imminent transactions in the security or related product; or

(C) Disclosing to another person or entity any material, non-public information involving a corporation whose shares are publicly traded or an imminent transaction in an underlying security or related product for the purpose of facilitating the possible misuse of such material, non-public information.

(3) Restrictions on trading for member organizations operating a DMM unit.

(A) A member organization shall protect against the misuse of Floor-based non-public order information. Only Floor-based employees of the DMM unit and individuals responsible for the direct supervision of the DMM unit's Floor-based operations may have access to Floor-based non-public order information.

(B) While on the Trading Floor of the Exchange, employees of the DMM unit:

(i) except as provided for in Rule 36.30, may trade only DMM securities and only on or through the systems and facilities of the Exchange as permitted by Exchange rules.

(ii) except as provided for in Rules 36.30, may not communicate with individuals or systems responsible for making trading decisions for related products or for away-market trading in their assigned DMM securities.

(iii) shall not have access to customer information or the DMM unit's position in related products.

(C) When a Floor-based employee of a DMM unit moves to a location off of the Trading Floor of the Exchange or if any person that provides risk management oversight or supervision of the Floor-based operations of the DMM unit is aware of Floor-based non-public order information, he or she shall not (1) make such information available to customers, (2) make such information available to individuals or systems responsible for making trading decisions in DMM securities in away markets or related products, or (3) use any such information in connection with making trading decisions in DMM securities in away markets or related products.

(D) A DMM unit may make available to a Floor broker associated or affiliated with an approved person or member organization any information that the DMM would be permitted to provide under Exchange rules to an unaffiliated Floor broker.

(4) Any interest entered into Exchange systems by the DMM unit in DMM securities must be identifiable as DMM unit interest.

(5) The member organization must provide the Exchange with real-time net position information for trading in DMM securities by the DMM unit and any independent trading unit of which it is part at such times and in the manner prescribed by the Exchange.

(6) The DMM unit may not operate as a specialist or market maker on the Exchange or the NYSE MKT LLC equities or options trading floors in related products, unless specifically permitted in Exchange rules.

(7) The member organization shall maintain information barriers between the DMM unit and any investment banking or research departments of the member organization. No DMM or DMM unit may be directly supervised or controlled by an individual associated with an approved person or the member organization who is assigned to any investment banking or research departments.

(d) The DMM rules will apply only to the DMM units' quoting or trading in their DMM securities for their own accounts at the Exchange.

(e) Failure to Maintain Confidentiality

(1) In the event that a DMM unit receives from the member organization or approved person non-public information about a security that is allocated to the DMM unit, that DMM unit shall promptly communicate that fact to the person responsible for compliance with the securities laws and regulations within the DMM unit (compliance officer) and shall seek a determination from such compliance officer as to whether the DMM should cease acting as a DMM in the security involved.

(A) If the compliance officer determines that the DMM should temporarily cease acting as a DMM in the security:

(i) The DMM shall transfer the responsibility to act as a DMM in such security to another member who is registered as a DMM and who is not in possession of the information so received;

(ii) The compliance officer shall immediately notify the Exchange when (1) a determination is made that another DMM should act as a DMM in such security, and (2) when the compliance officer determines that the DMM who regularly handles the security can resume acting as a DMM for that security.

(iii) The compliance officer shall be responsible for determining when it is appropriate for the DMM to resume acting as DMM in the security involved.

(iv) The compliance officer shall take such actions as may be necessary to ensure that the transfer of the security to another member who is registered as a DMM is conducted in a "neutral" manner so that there is no communication of the information that had been received by the DMM who, as a consequence of receiving such information, was required to cease acting as a DMM for that security.

(v) The compliance officer shall maintain a written record of each request from a DMM for a determination of whether to cease acting as a DMM in a security. Such record shall include a description of the information received by the DMM, an indication when and from whom the information was received, when the compliance officer was consulted on the matter, when the compliance officer made a determination on the matter, the determination of whether to cease acting as a DMM in a security, the basis for such determination, the time at which the DMM resumed acting as a DMM in the security involved, and such other information as the Exchange may from time to time require.

(f) Reporting Obligations

(1) The member organization or approved person associated with a DMM unit shall report to the Exchange, on a monthly "after the fact" basis and on such form and in such specific detail as the Exchange may prescribe, information regarding material investment banking activities in which it has been engaged (e.g., underwriting, tender offers, mergers, acquisitions, recapitalizations, etc.), and material research reports, recommendations, etc., pertaining to any security that has been allocated to a DMM unit pursuant to Rule 103B.

(2) A DMM unit shall report to the Exchange on a monthly "after the fact" basis and on such form and in such specific detail as the Exchange may prescribe, information regarding determinations pursuant to section (e)(1) of this Rule by a compliance officer that a DMM shall not be required to cease acting as a DMM in a security.

(3) A DMM unit shall promptly report to the Exchange any failure to maintain the confidentiality of Floor-based non-public order information, as required by section(c) of this Rule.

(4) In the event a DMM unit, member organization, or approved person becomes aware of any trading activity that may be a result of a breach of (i) the DMM unit's internal controls or surveillances as required by section (c) of this Rule, or (ii) the requirement to maintain the confidentiality of Floor-based non-public order information, as required by section (c) of this Rule, the DMM unit, member organization, or approved person shall:

(A) Promptly conduct an internal investigation into any such actual or potential breach to determine whether such breach occurred and if there was a breach, how such breach occurred;

(B) Promptly take any and all necessary remedial measures to prevent and detect such breaches from recurring; and

(C) On a quarterly basis, for any ongoing internal investigation required by section (f)(4)(A) of this Rule, report in writing to the Exchange:

(i) The commencement of the internal investigation;

(ii) The quarterly progress of each open investigation (report by the 15th day of the month following the quarter); and

(iii) The completion of the investigation, including the methodology and results of the investigation, remedial actions taken, any internal disciplinary action taken, and any referral of the matter to the Exchange, another self-regulatory organization, the Securities and Exchange Commission or another Federal agency.

(g) Any failure by the DMM unit to maintain confidentiality of Floor-based non-public order information or any breach of any internal controls established to protect such information, may result in the imposition of appropriate regulatory sanctions, including a withdrawal of the registration of one or more securities of the DMM unit or the withdrawal of the approval to operate a DMM unit.

Adopted: August 7, 2008 (NYSE-2008-45).

Amended: October 24, 2008 (NYSE-2008-46); December 10, 2008 (NYSE-2008-127); October 7, 2011 (NYSE-2011-49); July 3, 2014 (NYSE-2014-12).

Rule 98A. Restrictions on Persons or Parties Affiliated with A DMM Unit

A DMM unit may not be registered in a stock of an issuer, or a partner or subsidiary thereof, if such entity is an approved person or affiliate of the DMM unit's member organization.

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Adopted: August 7, 2008 (NYSE-2008-45).

Amended: October 24, 2008 (NYSE-2008-46); April 2, 3012 (NYSE-2012-06).

Specialists, Odd-Lot Brokers, and Registered Traders (Rules 99—114)

Rule 99. Reserved

Reserved.

Adopted: April 16, 1964, effective June 1, 1964.

Amended: May 18, 1972; August 9, 1976; August 7, 2008 (NYSE-2008-45); October 24, 2008 (NYSE-2008-46); July 27, 2010 (NYSE-2010-43).

Rule 100. Reserved

Reserved.

Adopted: April 16, 1964, effective June 1, 1964.

Amended: May 18, 1972; May 20, 1976; August 31, 1976; October 24, 2008 (NYSE-2008-46); January 22, 2009 (NYSE-2008-119); September 1, 2009 (NYSE-2009-85); July 27, 2010 (NYSE-2010-43).

Rule 101. Reserved

Reserved.

Amended: May 20, 1976; July 27, 2010 (NYSE-2010-43).

Rule 103. Registration and Capital Requirements of DMMs and DMM Units

(a)(i) No member organization shall act as a DMM unit on the Exchange in any security unless such member organization is registered as a DMM unit in such security with the Exchange and unless the Exchange has approved of the member organization so acting as a DMM unit and has not withdrawn such approval.

(b)(i) To register as a DMM unit, a member organization shall file an application in writing in such form as required by NYSE Regulation. In reviewing an application, NYSE Regulation may consider the member organization's market making ability, capital available for market making, and such other factors as NYSE Regulation deems appropriate. After reviewing the application, NYSE Regulation shall either approve or disapprove the applicant member organization's registration as a DMM unit.

(ii) An existing specialist member organization may continue to operate as a DMM unit without submitting an application to NYSE Regulation.

(c)(i) Before approval of registration as a DMM, an individual is required to be a member of the Exchange and pass an examination prescribed by the Exchange, unless such examination is waived by the Exchange. Applications for this examination should be submitted to NYSE Regulation.

(ii) A member previously qualified as a specialist may act as a DMM without being required to pass an examination prescribed by the Exchange.

(iii) DMMs are permitted to conduct business for the DMM unit on the Floor of the Exchange, such as entering orders and quotations for the account of the DMM unit. DMMs may conduct business only on behalf of the DMM unit with which the DMM is associated.

(d) As a condition of a member organization's registration as a DMM unit in one or more securities the Exchange may at any time require such DMM unit to act as an odd-lot dealer in such securities as provided under the rules of the Exchange.

(e) All DMM units registered at the Exchange will be required to pay such registration fees as are determined and made known by the Exchange.

(f) Relief DMMs. -

(i) Any member registered as a regular DMM must either (1) be associated with other members also registered as regular DMMs in the same securities, either through a partnership or a member corporation or a joint account, and arrange for at least one member of the group to be in attendance during the hours when the Exchange is open for business, or (2) arrange for the registration by at least one other member as relief DMM, who would always be available, in the regular DMM's absence, to perform the activities of a regular DMM and to service the market, so that there would be no interruption of the continuity of service during the hours when the Exchange is open for business.

(ii) The same obligations and responsibilities for the maintenance and stabilization of markets which rest upon regular DMMs, rest also upon relief DMMs.

(iii) A member previously registered as a relief specialist may serve as a relief DMM.

Amended: September 16, 1964, effective January 4, 1965; April 15, 1971; May 3, 1976; December 13, 1978; November 2, 2001 (01-29); October 24, 2008 (NYSE-2008-46).

• • • Supplementary Material: ------------------

.10 Temporary Reallocation of Securities.—The Chief Regulatory Officer or his or her designee and two non- DMM Executive Floor Governors or if only one or no non-DMM Executive Floor Governors is present on the Floor, the most senior non-DMM Floor Governor or Governors based on length of consecutive service as a Floor Governor at the time of any action covered by this rule, acting by a majority shall have the power to reallocate temporarily any security on an emergency basis to another location on the Floor whenever in their opinion such reallocation would be in the public interest.

The member to whom a security has been temporarily reallocated under the provisions of this Rule will be registered as the regular DMM therein until the Chief Regulatory Officer or his or her designee and two non-DMM Executive Floor Governors determine that the security may be returned to the original DMM unit or has been reallocated pursuant to Exchange rules.

.11 Time Tracking Requirements

(A) Each DMM and DMM unit shall keep and provide the Exchange with records in such format as required by the Exchange indicating (a) the identity of DMMs and the personnel of the DMM unit available on the Floor to work with DMMs; (b) the times during which each DMM acts in his or her capacity as DMM on the Floor; and (c) the times during which personnel available on the Floor act in the capacity of a clerk to a DMM on the Floor.

(B) Each DMM and the personnel of the DMM unit available on the Floor to work with the DMM shall input the required personnel identifying information into the Exchange's IDTrack system at any post and panel in which each DMM acts in his or her capacity as DMM on the Floor and in which personnel available on the Floor act in the capacity of a clerk to a DMM on the Floor.

(C) Each DMM and the personnel of the DMM unit available on the Floor to work with the DMM in the capacity of a clerk shall sign and certify at the end of each trading day a daily report identifying the times that the DMM and the clerk logged into the IDTrack system, the registered securities in which the DMM and the clerk worked on that particular day, and the time that the DMM and the clerk logged out of the IDTrack system. The signatures of the DMM and the clerk will certify the accuracy of the daily reports, and the signatures will be provided by the DMM and the clerks in the manner required by the Exchange.

DMM Financial Requirements

.20

(a) Definitions

For purposes of this Supplementary Material .20:

(1) the term "Net Liquid Assets" shall mean the sum of:

(A) Excess Net Capital, as defined in paragraph (a)(2) below, and

(B) Liquidity dedicated to the DMM unit, as defined in paragraph (a)(3) below.

(2) the term "Excess Net Capital" shall have the same meaning as the term excess net capital as computed in accordance with Rule 15c3-1 ("SEC Net Capital Rule") promulgated under the Securities Exchange Act of 1934 (the "Exchange Act").

(3) the term "Liquidity" shall mean undrawn or actual borrowings that are dedicated to the DMM unit's business, including:(A) Undrawn committed lines of credit from a bank, as defined in Exchange Act Section 3(a)(6);

(B) Undrawn committed lines of credit from an affiliate of the DMM unit or from the member organization of which the DMM unit is a part; and

(C) Actual borrowings after [effective date] that (i) have been used to purchase DMM unit securities, U.S. Treasury securities, or reverse repurchase agreements collateralized by U.S. Treasury securities, or (ii) are held as cash.

(4) the term "Exchange Transaction Dollar Volume" shall mean the most recent Statistical Data, calculated and provided by the NYSE on a monthly basis.

(b) Minimum Net Liquid Assets Requirements

(1) Each DMM unit subject to Rule 104 shall at all times maintain or have allocated to it minimum Net Liquid Assets equal to the greater of (i) $1,000,000 or (ii) $125,000 for every 0.1% of Exchange Transaction Dollar Volume in each of the DMM unit's registered securities.

(2) The portion of a DMM unit's Net Liquid Assets that is derived from Excess Net Capital shall at all times equal or exceed 40% of a DMM unit's total Net Liquid Assets requirement. Excess Net Capital that is allocated to the DMM unit shall be dedicated exclusively to the DMM unit's activities and shall not be used by other business units within, or for any other purpose of, the member organization.

(3) If two or more DMM units are associated with each other and deal for the same joint DMM unit account, the Net Liquid Assets requirements enumerated in this Supplementary Material .20 shall apply to such DMM units treated as one unit, rather than to each DMM unit individually. Any joint account involving two or more DMM units must be approved in writing by NYSE Regulation or its designee.

(4) All Liquidity shall be subject to a written agreement that provides for (A) a commitment period of not less than 30 calendar days and, once borrowed, an initial repayment term of not less than 30 calendar days; and (B) an unconditional, irrevocable commitment with no material adverse change or other limiting clauses, other than provisions to accelerate the commitment period to 30 calendar days. Such written agreement shall be made available to the Exchange upon request.

(5) All Liquidity provided via a commitment to a DMM unit from an affiliate, or to a DMM unit from the member organization of which the DMM unit is a part, must be included in a comprehensive liquidity plan prepared by the affiliate or the member organization, as the case may be, that provides for stress testing of the overall Liquidity of all entities that rely on such Liquidity, including the DMM unit, and the plan must show excess Liquidity for a period of at least 30 calendar days beyond the date that the DMM unit is relying on Liquidity for its Net Liquid Assets computation. The DMM unit shall arrange for the affiliate(s), or the member organization of which the DMM unit is a part, to submit liquidity plans to the Exchange or its designee upon request.

(c) Notification Requirements

(1) A DMM unit shall immediately notify NYSE Regulation, or its designee, when:

(A) The DMM unit's Net Liquid Assets fall below the minimum requirements established in this Supplementary Material .20;

(B) The percentage of Net Liquid Assets derived from the DMM unit's Excess Net Capital falls below 40% of the total Net Liquid Assets requirement;

(C) Liquidity has a commitment term of less than 30 calendar days from the date of the DMM unit's Net Liquid Assets computation;

(D) The DMM unit is not in compliance with one or more terms of its loan or commitment agreements relating to its DMM activities; or

(E) The repayment date of any actual borrowing is 30 days or less.

(2) If NYSE Regulation or its designee receives a notice under paragraph (c)(1), NYSE Regulation or its designee may allow a DMM unit to continue to operate as such for a period not to exceed five business days from the date of such notice in order to permit the DMM unit to resolve such condition. If the DMM unit is granted such a period and timely resolves the condition, it may continue to operate as a DMM unit thereafter.

.21 Relief DMMs.—

(1) The requirements with respect to a member registered as a full time relief DMM, i.e., one who may be called upon to act as a relief DMM for an entire business day, shall be, net liquid assets of $150,000.

(2) There is no requirement with respect to a member acting as a part-time relief DMM, i.e., one who may be called upon to act as a relief DMM for less than the entire business day, usually for lunch periods, etc. Dealings effected by a part-time relief DMM while relieving the regular DMM must be made for the account of the regular DMM whom he or she is relieving.

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Amended: September 16, 1964, effective January 4, 1965; April 15, 1971; July 1, 1971; May 3, 1976; December 13, 1978; January 4, 1979; September 20, 2001 (NYSE-2001-29); March 1, 2004 (NYSE-2004-02); August 12, 2005 (NYSE-2005-047); August 16, 2005 (NYSE-2005-21); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); March 30, 2006 (NYSE-2006-12); October 24, 2008 (NYSE-2008-46); July 19, 2011, effective July 19, 2011 (NYSE-2011-35); February 27, 2014 (NYSE-2014-02).

Rule 103A. Member Education

(I) NYSE Regulation, Inc. ("NYSER") shall develop procedures and standards for qualification and performance of members active on the Floor of the Exchange. All proposed Floor members must complete such educational program as may be prescribed by the Exchange before they will be permitted to act as a member on the Floor of the Exchange. All individuals qualified to act as Floor members, whether a primary or substitute trading license user, must complete such mandatory continuing education program modules as the Exchange may introduce from time to time. Individuals qualified to act as Floor members who fail to complete an educational module within 60 days from the date originally scheduled to participate, or within such different number of days as the Exchange may prescribe in connection with a particular module, will be precluded from entering on the trading Floor until such time as the member satisfies the requirement to complete the educational module. The requirement to complete educational modules shall not apply to Executive Floor Governors. A member required to complete a particular educational module pursuant to this rule may satisfy his or her obligation by substantially assisting NYSE Regulation, Inc. in the development of such educational module

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Amended: July 13, 1979; December 21, 1981; February 8, 1983; March 1, 1983; July 1, 1983; December 16, 1988; July 17, 1990, effective October 1, 1990; April 1, 1991; March 24, 1993; May 4, 2000; May 4, 2000 (NYSE-99-44); November 29, 2001 (NYSE-2001-34); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); June 4, 2007 (NYSE-2007-47); November 28, 2007 (NYSE-2007-106); January 22, 2008 (NYSE-2008-02); April 1, 2008 (NYSE-2008-21); June 24, 2008 (NYSE-2008-48); June 26, 2008 (NYSE-2008-51); October 1, 2008 (NYSE-2008-94); October 24, 2008 (NYSE-2008-52).

Rule 103B. Security Allocation and Reallocation

I. ASSIGNMENT OF SECURITIES

Securities are allocated to a qualified DMM unit when: (1) a security is to be initially listed on the Exchange; and (2) a security previously assigned to a DMM member organization must be re-assigned pursuant to this Rule or the NYSE Listing Company Manual.

II. ELIGIBILITY FOR ALLOCATION

(A) A DMM unit is eligible to participate in the allocation process of a listed security when the DMM unit meets the quoting requirements for "Less Active" and "More Active" securities.

(B) For purposes of Section II of NYSE Rule 103B, "Less Active Security" shall mean any listed security that has a consolidated average daily volume of less than one million shares per calendar month.

(C) For purposes of Section II of NYSE Rule 103B, a "More Active Security" shall mean any listed security that has a consolidated average daily volume equal to or greater than one million shares per calendar month.

(D) For Less Active Securities a DMM unit must maintain a bid and an offer at the National Best Bid ("NBB") and National Best Offer ("NBO") (collectively herein "NBBO") for an aggregate average monthly NBBO of 15% or more during a calendar month.

(E) For More Active Securities a DMM unit must maintain a bid and an offer at the NBBO for an aggregate average monthly NBBO of 10% or more during a calendar month.

(F) A DMM unit will be deemed to have met its quoting requirements for Less Active and More Active securities for the "Trading Days" in a calendar month pursuant the provisions of subsection (H) below.

(G) For purposes of Section II of NYSE Rule 103B, "Trading Day" shall mean any day on which the Exchange is scheduled to be open for business. Days on which the Exchange closes prior to 4:00 p.m. (Eastern Time) for any reason, which may include any regulatory halt or trading halt, shall be considered a Trading Day.

(H) The Exchange will determine for each security:

(1) the "Daily NBB Quoting Percentage" by determining the percentage of time a DMM unit has at least one round lot of displayed interest in an Exchange bid at the National Best Bid during each Trading Day for a calendar month;

(2) the "Daily NBO Quoting Percentage" by determining the percentage of time a DMM unit has at least one round lot of displayed interest in an Exchange offer at the National Best Offer during each Trading Day for a calendar month;

(3) the "Average Daily NBBO Quoting Percentage" for each Trading Day by summing the "Daily NBB Quoting Percentage" and the "Daily NBO Quoting Percentage" then dividing such sum by two;

(4) the "Monthly Average NBBO Quoting Percentage" for each security by summing the security's "Average Daily NBBO Quoting Percentages" for each Trading Day in a calendar month then dividing the resulting sum by the total number of Trading Days in such calendar month; and

(5) for the total Less Active Securities (More Active Securities) assigned to a DMM unit, the Exchange will determine the "Aggregate Monthly Average NBBO Quoting Percentage" by summing the Monthly Average NBBO Quoting Percentages for each Less Active Security (More Active Security) assigned to a DMM unit, then dividing such sum by the total number of Less Active Securities (More Active Securities) assigned to such DMM unit.

(I) A DMM unit's eligibility to participate in the allocation process is determined at the time the interview is scheduled by the Exchange.

(J) Failure to Meet Performance Standards

(1) If a DMM unit fails to meet the requirements of NYSE Rule 103B, Section II(D) and (E) for a one-month period, the Exchange will issue an initial warning letter to the unit, advising it of its poor performance. The DMM unit shall provide in writing an explanation and articulation of corrective action.

(2) If the DMM unit fails to meet the requirement of NYSE Rule 103B, Section II(D) and (E) for a second consecutive month, the DMM unit will be ineligible to participate in the allocation process for a minimum of two months following the second consecutive month of its failure to meet its quoting requirement ("Penalty Period"). The DMM unit must satisfy the quoting requirement for the two consecutive months of the Penalty Period.

(3) In the event a DMM unit fails to meet its quoting requirements for the two consecutive months of the Penalty Period, the DMM unit will remain ineligible to participate in the allocation process until it has met the quoting requirement for a consecutive two calendar month period.

(4) The Exchange will review each DMM unit's trading on a monthly basis to determine whether the DMM unit has satisfied its quoting requirement.

(K) Affiliated entity considerations

The Exchange shall not permit a DMM unit to interview to be the assigned DMM unit or be allocated a security that is directly related to the performance or credit of any of its affiliated entities.

III. ALLOCATION

The issuer may select its DMM unit directly or delegate the authority to the Exchange to select its DMM unit. After the Exchange provides written notice to DMM units that the issuer is listing on the Exchange, no individual associated with a DMM unit may contact such issuer, or the Exchange Selection Panel if applicable, until the allocation is made, except as otherwise provided below.

(A) DMM Unit Selected by the Issuer

(1) The issuer shall select a minimum of four DMM units to interview from the pool of DMM units eligible to participate in the allocation process.

(2) Interview Between the Issuer and DMM Units

(a) DMM units selected for an interview may provide material to the Exchange which will be given to the issuer prior to the scheduled interview. Such material may include a corporate overview of the DMM unit and the trading experience of the designated DMM. DMM units are prohibited from giving issuers information about other DMM units or any additional market performance data.

(b) Within five business days after the issuer selects the DMM units to be interviewed (unless the Exchange has determined to permit a longer time period in a particular case), the issuer shall meet with representatives of each of the DMM units. At least one representative of the listing company must be a senior official of the rank of Corporate Secretary or above of that company. In the case of the listing of a structured product, a senior officer of the issuer may be present in lieu of the Corporate Secretary. No more than three representatives of each DMM unit may participate in the meeting, each of whom must be employees of the DMM unit, and one of whom must be the individual DMM who is proposed to trade the company's security. If the DMM is unavailable to appear in person, a telephone interview with that DMM is acceptable. Meetings shall normally be held at the Exchange, unless the Exchange has agreed that they may be held elsewhere.

(c) Teleconference meetings will be permitted at the request of non-U.S. issuers, or for U.S. issuers in compelling circumstances.

(d) Following its interview, a DMM unit may not have any contact with an issuer. If an issuer has a follow-up question regarding any DMM unit(s) it interviewed, it must be conveyed to the Exchange. The Exchange will contact the DMM unit(s) to which the question pertains and will provide any available information received from the DMM unit(s) to the listing company.

(3) Issuer's Selection of DMM Unit

(a) Within two business days of the issuer's interviews with the DMM units, the issuer shall select its DMM unit in writing, signed by a senior official of the rank of Corporate Secretary or higher, or in the case of a structured product listing, a senior officer of the issuer, duly authorized to so act on behalf of the company. The Exchange shall then confirm the allocation of the security to that DMM unit, at which time the security shall be deemed to have been so allocated. An issuer may request an extension from the Exchange if the issuer is unable to complete its selection within the specified period.

(B) DMM Unit Selected by the Exchange

(1) If the issuer delegates authority to the Exchange to select its DMM unit, an Exchange Selection Panel ("ESP") shall be convened to select a DMM unit based on a review of all information available to the issuer. The ESP shall consist of: (a) at least one member of the Exchange's Senior Management, as designated by the Chief Executive Officer ("CEO") of the Exchange or his or her designee, (b) any combination of two Exchange Senior Management or Exchange Floor Operations Staff, to be designated by the Executive Vice-President of Exchange Floor Operations or his/her designee; and (c) three non-DMM Floor Governors for a total of six members. Such issuer may choose to submit a letter to the ESP indicating its preference and supporting justification for a particular DMM unit. The ESP may consider such letter in performing its duty to select a DMM unit for the issuer.

The Exchange Selection Panel shall select the DMM unit pursuant to the provisions of 103B(III)(A) above and inform the issuer of its selection. The ESP may also interview one or more individuals associated with a DMM unit.

The selection of the DMM unit shall be made by majority vote with any tie votes being decided by the CEO of the Exchange or his or her designee. The Exchange shall notify the DMM unit and the issuer. The DMM unit shall then be responsible for providing the issuer with the name of the DMM with the requisite experience and skill it believes is appropriate to trade the issuer's security.

(2) DMM One Year Obligation

Whether the issuer or the Exchange selects the DMM unit to receive the security allocation, the individual DMM who is assigned the proposed security shall be required to remain the assigned DMM for one year from the date that the issuer begins trading on the Exchange. The DMM unit may designate a different individual DMM within the year by notifying the Exchange of the change in DMM and setting forth the reasons for the change with the consent and approval of the issuer.

(3) Foreign listing considerations

The special characteristics of foreign issues often require the DMM unit to commit extra resources in order to be a presence in the foreign market. Therefore, in allocations involving foreign issues, DMM units must provide information about its commitment to establish and maintain relationships with arbitrage houses and foreign brokerage units, and to gain familiarity with various aspects of trading securities of foreign issuers.

IV. REALLOCATION

(A) Change of DMM Unit upon Request of Issuer

(1) When an issuer has requested and confirmed a change of DMM unit pursuant to Section 806.01 of the Exchange Listed Company Manual, the security will be put up for reallocation as soon as practicable, in accordance with the allocation process set forth in NYSE Rule 103B, Section III.

(2) No negative inference for allocation or regulatory purposes is to be made against a subject DMM unit in the event that a DMM unit is changed pursuant to Section 806.01 of the Exchange Listed Company Manual. Similarly, the DMM unit shall not be afforded preferential treatment in subsequent allocations as a result of a change pursuant to such provision.

V. EGREGIOUS SITUATIONS

(A) In any instance where a DMM unit's performance in a particular market situation was, in the judgment of the Exchange, so egregiously deficient as to call into question the Exchange's integrity or impair the Exchange's reputation for maintaining an efficient, fair, and orderly market, the CEO or his or her designee may immediately initiate a reallocation proceeding upon written notice to the DMM unit and the issuer specifying the reasons for the initiation of the proceeding.

(B) Following this decision, if the CEO or his or her designee makes a final determination that a security should be referred for reallocation, the CEO or his or her designee will, in his or her expert business judgment, be responsible for reallocating the security to the one of the remaining DMM units eligible for allocation.

(C) The CEO or his or her designee shall then make a final determination as to which one or more of the DMM unit's security shall be referred for reallocation. All determinations made by the CEO or his or her designee shall be communicated in writing to the DMM unit, with a statement of the reasons for such determinations.

(D) A decision by the Exchange that one or more securities should be reallocated shall be final, subject to the DMM unit's right to have such decision reviewed by the Exchange's Board of Directors.

(E) In the event that a DMM unit asserts its right to review, no reallocation may occur until the Board of Directors completes its review.

VI. POLICY NOTES

(A) Spin-offs, listing of related companies and related securities

(1) If a listing company is a spin-off of or a company related to a listed company or lists a related security, the listing company may remain with the DMM unit registered in the related security or acting as the assigned DMM unit to the related listed company or be allocated through the allocation process pursuant to NYSE Rule 103B, Section III. If the spin-off company or company related to a listed company chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), and requests not to be allocated to the DMM unit that was its listed company's DMM unit, such request will be honored.

(2) For purposes of NYSE Rule 103B, a "Related Security" is defined as: (i) any security listed on the Exchange issued by a company whose common equity securities are listed on the Exchange, other than such common equity securities; and (ii) any security listed on the Exchange by any issuer affiliated with a company whose common equity securities are listed on the Exchange. Related Securities of either a listed company whose common equity securities are listed on the Exchange or of an affiliated entity of such listed company include, but are not limited to, securities listed under NYSE Listed Company Manual Section 703.19 (except for Repackaged Securities).

(3) A warrant issued by a listed company and listed on the Exchange is allocated to the DMM unit registered in the underlying security of the listed company. Upon request by the issuer, the warrant may be allocated through the allocation process pursuant to NYSE Rule 103B, Section III.

(4) DMM units that are ineligible to receive a new allocation due to their failure to meet the requirements of Rule 103B, Section II(D) and (E) will remain eligible to receive the securities of a spin-off company and of Related Securities and Repackaged Securities where the DMM unit trades the related common equity security

(5) Rights traded on the Exchange are not subject to the provisions of this Rule and are assigned, when issued, to the DMM unit by the Exchange.

(6) For purposes of this rule, the Exchange shall allocate Related Securities to the DMM unit registered in the equity security of the related listed company. Upon request by the listed company or affiliated entity, such securities may be allocated through the allocation process pursuant to Rule 103B, Section III.

(7) If an issuer or any affiliated issuer does not have an equity security listed on the Exchange but either that issuer or an affiliated issuer does have a security listed on the Exchange that was approved for original listing under Section 703.19 of the NYSE Listed Company Manual (except for a Repackaged Security), the Exchange will automatically assign any security subsequently listed under Section 703.19 (except for a Repackaged Security) of that issuer or any affiliated issuer to the DMM unit trading the previously listed security. However, if the issuer affirmatively makes a request, any such subsequently listed security may be referred for allocation through the formal allocation process pursuant to NYSE Rule 103B, Section III.

(8) For purposes of this rule, "Repackaged Securities" are securities issued by a special purpose entity which is established for the purpose of issuing those securities and using the proceeds to purchase debt or preferred equity securities. Repackaged Securities represent an undivided beneficial interest in the debt or preferred equity securities held by the special purpose entity. Repackaged Securities are allocated through the allocation process pursuant to NYSE Rule 103B, Section III.

(B) Relistings

Relistings are treated as new listings and will be allocated through the allocation process pursuant to Exchange Rule 103B, Section III. If the relisting chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), and requests not to be allocated to its former DMM unit, such request will be honored. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(C) Common Stock listing after Preferred Stock

When a company applies to list an issue of common stock after having listed a preferred issue, the common stock is referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(D) Listed Company Mergers

(1) When two NYSE listed companies merge, the merged company may select one of the units trading the merging companies without the security being referred for reallocation, or it may request that the matter be referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III. A DMM unit that is ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to be selected pursuant to this section in its capacity as the DMM for one of the two pre-merger companies, but will not be eligible to participate in the allocation process if the post-merger listed company requests that the matter be referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III. .

(2) If the merging company chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), the company may not request that the Exchange not allocate the security to one of the DMM units trading the merging company. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(3) In situations involving the merger of a listed company and an unlisted company, the merged company may choose to remain registered with the DMM unit that had traded the listed company entity in the merger, or it may request that the matter be referred for allocation through the allocation process pursuant to NYSE Rule 103B. A DMM unit that is ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to be selected pursuant to this section in its capacity as the DMM for the pre-merger listed company, but will not be eligible to participate in the allocation process if the post-merger listed company requests that the matter be referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III..

(4) If the unlisted company chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), the company may not request that the Exchange exclude from consideration the DMM unit that had traded the listed company. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(E) "Target" Stock.

(1) If a tracking ("target") stock(s) is issued by a listed company, the listed company may choose to have its newly-issued tracking stock(s) stay with the DMM unit registered in the listed company that issued the tracking stock(s) or be referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(2) If the listed company chooses to have the DMM of the tracking stock(s) selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), the Exchange shall honor the listed company's request not to have this tracking stock allocated to the DMM unit that traded the listed company. The DMM unit registered in such security prior to a separate listing shall remain registered in such security after its separate listing, unless the listing company requests that the matter be referred for allocation through the allocation process pursuant to NYSE Rule 103B. In such a case, the Exchange shall honor the company's request not to be allocated to the DMM unit that had traded the "target" stock. DMM units that are ineligible to receive a new allocation due to its failure to meet the requirements of NYSE Rule 103B, Section II(D) and (E) will remain eligible to receive an allocation pursuant to this section.

(F) Allocation of Group of Closed-End Management Investment Companies ("Funds")

(1) Funds listing on the Exchange pursuant to this policy will be subject to the allocation process pursuant to NYSE Rule 103B, Section III. If the issuer of an initial Fund lists additional funds within nine months from the date of its initial listing, the issuer may choose to maintain the same DMM unit for those subsequently listed funds or it may select a different DMM unit from the group of eligible DMM units that the issuer interviewed in the allocation process for its initial fund. The fund may also delegate the selection of its DMM unit to the Exchange if it so chooses pursuant to NYSE Rule 103B, Section III(B).

If a DMM unit is ineligible from participating in an allocation as set forth in NYSE Rule 103B, Section III, at the time of a subsequent new Fund listing (within the designated nine-month period), that DMM unit will not be included for consideration for subsequent listings.

(2) In any case where all the Funds in a group of closed-end management investment companies are being listed concurrently with a common investment adviser or investment advisers who are "affiliated persons" pursuant to the alternate criteria in Section 102.04 of the Listed Company Manual (for groups where one or more Funds do not meet the ordinary requirement for public market value of $60,000,000), the entire group should be allocated to one DMM unit, unless there are factors, such as the number of funds in the group, the types of funds, or the relative values of the funds, which the Exchange believes make allocation to more than one DMM unit appropriate.

(G) Allocation Freeze Policy

In the event that a DMM unit: (i) loses its registration in a specialty stock as a result of proceedings under Exchange Rules 475 or 476 or the Rule 8000 or 9000 Series, as applicable; or (ii) voluntarily withdraws its registration in a specialty stock as a result of possible proceedings under those rules, the unit will be ineligible to apply for future allocations for the six month period immediately following the reassignment of the security ("Allocation Prohibition").

Following the Allocation Prohibition, a second six month period will begin during which a DMM unit may apply for new listings, provided that the unit demonstrates to the Exchange relevant efforts taken to resolve the circumstances that triggered the Allocation Prohibition. The determination as to whether a unit may apply for new listings will be made by the staff of NYSE Regulation, in consultation with the Executive Floor Governors. The factors the staff will consider will vary depending on the unit's particular situation, but may include one or more steps such as:

— supplying additional manpower/experience;

— changes in professional staff;

— attaining appropriate dealer participation;

— enhancing back-office staff; and

— implementing more stringent supervision/new procedures.

(H) Allocation Sunset Policy

Allocation decisions shall remain effective with respect to any initial public offering listing company which lists on the Exchange within twelve months of such decision. In situations in which the selected DMM unit merges or is involved in a combination within the twelve-month period, the company may choose whether to stay with the selected DMM unit, or be referred to allocation. If a listing company does not list within twelve months, the matter shall be referred for allocation through the allocation process pursuant to NYSE Rule 103B, Section III.

(I) Criteria for applicants that are not currently DMMs

(A) Since an entity seeking to enter the DMM business does not have a history directly comparable to that of existing units, the Exchange considers the following criteria with respect to applicants that are not currently DMMs.

1. Individuals proposed as DMMs must have successfully completed the Exchange's DMM examination.

2. The proposed unit must demonstrate that it understands the DMM business, including the needs of brokers, their organizations, and their customers.

3. The proposed unit must demonstrate an ability and willingness to trade as necessary to maintain fair and orderly markets with depth and liquidity, and facilitate the execution of orders.

a) The proposed unit should indicate the extent of its capital commitment to specializing over and above the minimum capital requirements.

b) The proposed unit must have sufficient DMM and clerical support dedicated to maintaining and servicing the market in a specialty stock.

c) If the proposed DMM unit or any of its participants is presently a DMM or market maker on any exchange, performance during the prior 12 months, as evidenced by available data maintained by such exchange which evaluates the quality of performance of the unit or its participants as a DMM or market maker on such exchange, will be considered by the Exchange.

(4) Other factors that will be considered by the Exchange include any action taken or warning issued within the past 12 months by any regulatory or self regulatory organization against the unit or any of its participants with respect to any capital or operational problem, or any regulatory or disciplinary matter.

VII. PROCEDURES

(A) Blanket applications

All DMM units shall be deemed to have filed with the Exchange a blanket application pursuant to which the applicant agrees to accept the allocation of any security.

(B) Announcement

Written notice of the name and post location of the assigned DMM unit are made known to the members of the Exchange and in instances where a company has delegated to the Exchange the selection of its DMM unit to the issuer of the security allocated.

(C) Registration of DMMs

Each member associated with the DMM unit to which any security is allocated who acts as a regular DMM in such security shall be registered as a DMM in such security pursuant to Rule 103.

VIII. PROVISIONS FOR ALLOCATION OF LISTING COMPANIES TRANSFERRING FROM NYSE ARCA, INC. ("NYSE ARCA SM") TO THE NYSE

(A) If a listing company transferring from NYSE Arca SM to the NYSE was assigned a NYSE Arca Lead Market Maker unit ("LMM firm"), which is also a registered DMM unit on the NYSE, then the listing company may waive the allocation process described above and select as its registered DMM unit the same unit that was previously assigned as the NYSE Arca SM LMM unit. Alternatively, the listing company can choose to follow the regular allocation process and refer the matter for allocation through the allocation process pursuant to NYSE Rule 103B, Section III.

(B) If the listing company chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), and requests not to be allocated to the DMM unit that was its NYSE Arca SM LMM firm such request will be honored.

IX. PROVISIONS FOR ALLOCATION OF LISTING COMPANIES TRANSFERRING FROM NYSE MKT LLC ( "NYSE MKT") TO THE NYSE

(A) If a listing company transferring from NYSE MKT to the NYSE was assigned a NYSE MKT DMM unit, which is also a registered DMM unit on the NYSE, then the listing company may waive the allocation process as described above and select as its registered DMM unit the same unit that was previously assigned as the NYSE MKT DMM unit. Alternatively, the listing company may choose to follow the regular allocation process and refer the matter for allocation through the allocation process pursuant to NYSE Rule 103B, Section III.

(B) If the listing company chooses to have its DMM unit selected by the Exchange pursuant to NYSE Rule 103B, Section III(B), and requests not to be allocated to the DMM unit that was its NYSE MKT DMM unit, such request will be honored.

Adopted: March 14, 1990.

Amended: October 1, 2002 effective August 10, 2002 (NYSE-2002-31); April 9, 2002 effective May 8, 2002 (NYSE-2002-07); July 3, 2002 (NYSE-2001-45); May 4, 2004 (NYSE-2004-21); March 1, 2004 (NYSE-2004-02); July 29, 2004 (NYSE-2004-34); December 4, 2004 (NYSE-2004-04); May 6, 2005 (NYSE-2005-23); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); February 14, 2007 (NYSE-2006-120); April 17, 2007 (NYSE-2007-39); June 4, 2007 (NYSE-2007-47); September 12, 2007 (NYSE-2007-42); January 22, 2008 (NYSE-2008-02); April 1, 2008 (NYSE-2008-21); June 26, 2008 (NYSE-2008-51); August 7, 2008 (NYSE-2008-45); October 1, 2008 (NYSE-2008-94); October 24, 2008 (NYSE-2008-52); January 12, 2009 (NYSE-2008-143); May 7, 2009 (NYSE-2009-43); August 4, 2009 (NYSE-2009-74); August 31, 2009 (NYSE-2009-91); September 30, 2009 (NYSE-2009-99); April 21, 2011 (NYSE-2011-09); December 23, 2011 (NYSE-2011-64); September 7, 2012 (NYSE-2012-40); June 11, 2013 (NYSE-2013-39); July 1, 2013 (NYSE-2013-02).

Rule 103C. Listed Company Relations Proceedings

[Rescinded by NYSE-2004-04 on December 7, 2004.]

Adopted: August 23, 1995.

Amended: March 1, 2004 (NYSE-2004-02).

Rescinded: December 7, 2004 (NYSE-2004-04).

Rule 104T. Dealings by DMMs

This version of Rule 104 is operative upon Securities and Exchange Commission approval of SR-NYSE-2008-46 and will cease operation no later than ten weeks after such approval of SR-NYSE-2008-46.

(a) No DMM shall effect on the Exchange purchases or sales of any security in which such DMM is registered, for any account in which he or she, his or her DMM unit or any other member or allied member in such unit or officer or employee thereof is directly or indirectly interested, unless such dealings are reasonably necessary to permit such DMM to maintain a fair and orderly market, or to act as an odd-lot dealer in such security.

(aa)

(i) The DMM shall have the ability to algorithmically quote in any security in reaction to certain information, which will not include information about incoming orders as such orders are entering Exchange systems.

(ii) The DMM shall have the ability to algorithmically execute transactions against the Exchange best bid or offer ("Hit Bid/Take Offer") in any security in reaction to certain information, which will not include information about incoming orders as such orders are entering Exchange systems. Hit Bid/Take Offer messages will be processed by the Display Book in such a manner that DMMs and other market participants will have a similar opportunity to trade with the Exchanges' published quotation.

(b) DMMs shall have the ability to establish systems employing algorithms to generate quoting and trading messages, as detailed below, which will be delivered to the Display Book® system via an external quote application programmed interface ("API").

(i) In reaction to information, including but not limited to, an incoming order as it is entering NYSE systems, the DMM's system employing algorithms may generate messages for any of the following quoting or trading actions, provided such algorithmically-generated messages are in reaction to only one order at a time:

Quoting Messages:

(A) supplement the size of the existing Exchange published best bid or offer;

(B) place within the Display Book® system DMM reserve interest at the Exchange published best bid or offer as described in (d) below;

(C) layer within the Display Book® system DMM interest at varying prices outside the published Exchange quotation ("DMM interest");

(D) establish the Exchange best bid or offer; and

(E) withdraw previously established DMM interest at the Exchange best bid or offer.

Trading Messages:

(F) provide additional DMM volume to partially or completely fill an order either at the Exchange published best bid or offer price or at a sweep price;

(G) match better bids and offers published by other market centers where automatic executions are immediately available;

(H) provide price improvement to an order subject to the conditions set forth in (e) below; and

(I) trade with the Exchange published best bid or offer.

(ii) DMMs may open a security on a quote when there is no opening trade or with a transaction by sending an automated opening message through the API (see also Exchange Rule 123D).

(iii) Exchange systems shall:

(A) enforce the proper sequencing of incoming orders and algorithmically-generated messages; and

(B) ensure that algorithmically-generated messages to trade with the Exchange BBO are processed by the Display Book® in such a manner that DMMs and other market participants have a similar opportunity to trade with the published quotation.

(c)

(i) All algorithmically-generated messages delivered via the API must include a code identifying the reason for the algorithmic action, the unique identifier of the order to which the algorithmically-generated message is reacting, (if any), the unique identifier of the order immediately preceding the generation of the algorithmically-generated message and any other information the Exchange may require. In addition,

(A) Algorithmically-generated messages to trade with the Exchange published BBO, as provided in (b)(i)(I) above, must include the unique identifier for the publicly- disseminated Exchange best bid or offer to which the algorithmic message is reacting.

(B) The Exchange will designate the reason codes, unique identifiers for orders and quotations and the format of any other required information for use in algorithmically-generated messages.

(C) Identification of a particular order and/or quotation in an algorithmically-generated message does not guarantee that the DMM will trade with that order or quotation or that the DMM has priority in trading with that order or quotation.

(D) The Exchange will automatically cancel algorithmically-generated messages that are unable to interact with the order or quotation identified by the message where the reason code and the proposed algorithmic action are inconsistent, where the message activity would create a locked or crossed market, where the identifiers described above in (c) are not designated, and in other similar situations.

(ii) The DMM system employing algorithms will not have access to the following types of information:

(A) information which identifies the firms entering orders, customer information, or an order's clearing broker;

(B) Floor broker agency interest files or aggregate Floor broker agency interest available at each price; or

(C) cancellation of an order, except for cancel and replace orders.

(iii) Algorithmically-generated messages must comply with all SEC and Exchange rules, policies and procedures governing DMM proprietary trading.

(iv) Algorithmically-generated messages must not create a locked or crossed market, as defined in Exchange Rule 15A.

(v) The Display Book® will not process algorithmically-generated messages during the time a block-size transaction (as defined in Rule 127) involving orders on the Display Book® is being reported pursuant to manual reporting.

(vi) The Display Book® will not process algorithmically-generated messages when automatic executions are suspended, except:

(i) when automatic executions are suspended but autoquote is available, the Display Book® will process algorithmically-generated messages to improve the Exchange best bid or offer or supplement the size of an existing best bid or offer; and

(ii) where automatic executions and autoquote are suspended, the Display Book® will:

(1) process algorithmically-generated messages to layer within the Display Book® system DMM interest at prices outside the published Exchange quotation; and

(2) permit DMMs to manually layer interest within the Display Book® system, as provided in (viii), below, at prices that are within a previously-established locking or crossing quotation.

(vii) The Display Book® shall not process algorithmically-generated messages transmitted via the API that will trigger the automatic execution of an auction limit or an auction market order pursuant to Rule 123F or that will result in such order's execution with an existing contra-side DMM bid or offer. However, the Display Book® will process algorithmically-generated messages to provide price improvement to auction limit and auction market orders in accordance with the price improvement parameters described in (e).

(viii) DMMs shall have the ability to manually layer within the Display Book® system DMM interest, including reserve interest, at varying prices at and outside the Exchange BBO. Such interest remains in the Display Book® system until traded with or cancelled.

(ix) DMM algorithmically-generated messages will compete with or trade along with same-side discretionary e-Quotes SM in the manner described in Exchange Rule 70.25.

(d)

(i) A DMM unit may maintain reserve interest consistent with Exchange rules governing Reserve Orders. Such reserve interest is eligible for execution in manual transactions.

(ii) After an execution involving DMM interest at the Exchange BBO that does not exhaust the DMM's interest at that price, the DMM's displayed interest will be automatically replenished from the reserve interest, if any, so that at least one round-lot of DMM interest is displayed.

(iii) DMM reserve interest will be on parity with Floor broker agency file reserve interest and, like it, shall yield to all other displayed interest eligible to trade at the Exchange bid or offer (See Rule 70.20(c)).

(e)

(i) A DMM may provide algorithmically-generated price improvement to all or part of a marketable incoming order including an auction limit order and an auction market order. The price improvement to be supplied by the DMM must be at least one cent.

(f)

(i) Each DMM unit shall maintain an electronic log of all algorithmically-generated messages, including the date and time of each algorithmically-generated message and such other information as the Exchange shall designate. Such log shall be maintained in accordance with SEC and Exchange rules regarding books and records and shall be capable of being provided to the Exchange upon request, in such time and in such format as the Exchange shall designate.

(ii) Each DMM unit shall notify the Exchange in writing, within such time as the Exchange shall designate, whenever the system employing algorithms or an individual algorithm is not operating and the time, cause, and duration of such non-operation.

(g) During the day, DMMs on the Floor may interact with the system employing the unit's algorithms or an individual algorithm with respect to the securities they are trading by:

(i) activating or deactivating the unit's algorithms from a group of pre-set algorithms made available by the DMM unit, or

(ii) adjusting the unit's pre-set parameters guiding algorithm decision-making.

(h) DMMs must have an independent third party auditor review on an annual basis all DMM unit systems employing algorithms and all algorithms to ensure that they operate in accordance with all SEC and Exchange rules, policies, and procedures. The Exchange shall have the right to request originals and copies of any reports, notes, analysis, documents and similar types of materials prepared by or on behalf of, or reviewed by such independent auditor, as the Exchange deems appropriate.

(i) Each DMM unit shall certify in the time, frequency, and manner as prescribed by the Exchange, that the system employing its algorithms and all algorithms operate in accordance with all SEC and Exchange rules, policies and procedures.

(j) DMMs, trading assistants and anyone acting on their behalf are prohibited from using the Display Book® system to access information about Floor broker agency interest excluded from the aggregated agency interest and Minimum Display Reserve Order information other than for the purpose of effecting transactions that are reasonably imminent where such Floor broker agency and Minimum Display Reserve Order interest information is necessary to effect such transaction.

(k) With respect to maintaining a continuous two-sided quote with reasonable size, DMM units must maintain a bid or an offer at the National Best Bid and National Best Offer ("inside") at least 10% of the trading day for securities in which the DMM unit is registered with an average daily volume on the Exchange of less than one million shares, and at least 5% for securities in which the DMM unit is registered with an average daily trading volume equal to or greater than one million shares. Time at the inside is calculated as the average of the percentage of time the DMM unit has a bid or offer at the inside. In calculating whether a DMM is meeting the 10% and 5% measure, credit will be given for executions for the liquidity provided by the DMM. Reserve or other hidden orders entered by the DMM will not be included in the inside quote calculations.

• • • Supplementary Material: ------------------

Functions of DMMs

.10 Regular DMMs—Any member who expects to act regularly as DMM in any listed stock and to solicit orders therein must be registered as a regular DMM.

The function of a member acting as regular DMM on the Floor of the Exchange includes, the maintenance, in so far as reasonably practicable, of a fair and orderly market on the Exchange in the stocks in which he is so acting. This is more specifically set forth in the following:

(1) The maintenance of a fair and orderly market implies the maintenance of price continuity with reasonable depth, and the minimizing of the effects of temporary disparity between supply and demand.

(2) In connection with the maintenance of a fair and orderly market, it is commonly desirable that a member acting as DMM engage to a reasonable degree under existing circumstances in dealings for his or her own account when lack of price continuity, lack of depth, or disparity between supply and demand exists or is reasonably to be anticipated.

(3) Transactions on the Exchange for his own account effected by a member acting as DMM must constitute a course of dealings reasonably calculated to contribute to the maintenance of price continuity with reasonable depth, and to the minimizing of the effects of temporary disparity between supply and demand, immediate or reasonably to be anticipated. Transactions not part of such a course of dealings or in acting as on odd-lot dealer are not to be effected.

(4) A DMM's quotation, made for his own account, should be such that a transaction effected thereon, whether having the effect of reducing or increasing the DMM's position, will bear a proper relation to preceding transactions and anticipated succeeding transactions.

(5)

(i) Transactions on the Exchange by a DMM for the DMM's account are to be effected in a reasonable and orderly manner in relation to the condition of the general market, the market in the particular stock and the adequacy of the DMM's position to the immediate and reasonably anticipated needs of the round-lot and the odd-lot market.

(a) The following types of transactions are permitted when they are reasonably necessary to render the DMM's position adequate to such markets' needs:

(I) Neutral Transactions

(a) Definition - A neutral transaction is a purchase or sale by which a DMM liquidates or decreases a position.

(b) Neutral Transactions may be made without restriction as to price.

(c) Re-entry Obligation Following Neutral Transactions - The DMM's obligation to maintain a fair and orderly market may require re-entry on the opposite side of the market trend after effecting one or more Neutral Transactions. Such re-entry transactions should be in accordance with the immediate and anticipated needs of the market.

(d) Neutral Transactions must yield parity to, and may not claim precedence based on size over, a customer order in the Crowd upon the request of the member representing such order, where such request has been documented as a term of the order, to the extent of the volume of such order that has been included in the quote prior to the transaction.

(e) The requirements contained in (5)(i)(a)(I)(d) above shall not apply to automatic executions involving the DMM dealer account.

(II) Non-Conditional Transactions

(a) Definition - A non-conditional transaction is a DMM's bid or purchase and offer or sale, that establishes or increases a position, other than a transaction that reaches across the market to trade with the Exchange bid or offer.

(b) Non-Conditional Transactions may be made without restriction as to price in order to:

(i) match another market's better bid or offer price;

(ii) bring the price of a security into parity with an underlying or related security or asset;

(iii) add size to an independently established bid or offer on the Exchange;

(iv) purchase at the published bid price on the Exchange;

(v) sell at the published offer price on the Exchange;

(vi) purchase or sell at a price between the Exchange published bid and published offer;

(vii) purchase below the published bid or sell above the published offer on the Exchange;

(c) Re-entry Obligation Following Non-Conditional Transactions - The DMM's obligation to maintain a fair and orderly market may require re-entry on the opposite side of the market trend after effecting one or more Non- Conditional Transactions. Such re-entry transactions should be commensurate with the size of the Non-Conditional Transactions and the immediate and anticipated needs of the market.

(b) During the operation of Rule 104.10(6) pursuant to the pilot program set to end the earlier of December 31, 2008 or the approval of SR-NYSE-2008-46, the provisions of this subparagraph (5)(i)(b) shall not apply.

(I) The following types of transactions by a DMM for the DMM's account to establish or increase a position that reach across the market to trade with the Exchange bid or offer are not to be effected except when, with the approval of a Floor Official, the transactions are reasonably necessary to render the DMM's position adequate to the immediate and reasonably anticipated needs of the round-lot and the odd-lot market and the DMM reoffers or rebids where necessary after effecting such transaction:

(a) a purchase at a price above the last trade price on the Exchange;

(b) a sale at a price below the last trade price on the Exchange;

(c) the purchase of more than 50% of the stock offered in the market at a price equal to the last trade price where such last trade price was higher than the last differently priced regular way sale.

(c) Prohibited Transactions

(I) During the last ten minutes prior to the close of trading, a DMM with a long position in a security is prohibited from making a purchase in such security that results in a new high price on the Exchange for the day at the time of the DMM's transaction, except as provided in subparagraphs (5)(i)(a)(II)(b)(i) through (5)(i)(a)(II)(b)(ii) above.

(II) During the last ten minutes of trading, a DMM with a short position in a security is prohibited from making a sale in such security, that results in a new low price on the Exchange for the day at the time of the DMM's transaction, except as provided in subparagraphs (5)(i)(a)(II)(b)(i) through (5)(i)(a)(II)(b)(ii) above.

(6) DMM Transactions in Securities that Establish or Increase the DMM's Position:

(i) Definition - A "Conditional Transaction" is a DMM's transaction in a security that establishes or increases a position and reaches across the market to trade as the contra-side to the Exchange published bid or offer.

(ii) The following Conditional Transactions, may be made by a DMM without restriction as to price, provided they are followed by appropriate re-entry on the opposite side of the market commensurate with the size of the DMM's transaction. ("Appropriate" re-entry shall mean re-entry on the opposite side of the market at or before the price participation point or the "PPP".):

(a) A DMM's purchase from the Exchange published offer that is priced above the last differently-priced trade on the Exchange and above the last differently-priced published offer on the Exchange; and

(b) A DMM's sale to the Exchange published bid that is priced below the last differently-priced trade on the Exchange and below the last differently-priced published bid on the Exchange.

(c) As used in (a) and (b) above, the term "last differently priced trade" shall not include the price of any transaction that occurs in the NYBX Facility (See Rule 1600).

(iii) Re-entry Obligations for Conditional Transactions:

(a) "PPPs"—The Exchange will periodically issue guidelines, called price participation points ("PPP"), that identify the price at or before which a DMM is expected to re-enter the market after effecting a Conditional Transaction. PPPs are only minimum guidelines and compliance with them does not guarantee that a DMM is meeting its obligations.

(b) Notwithstanding that a security may not have reached the PPP, the DMM may be required to re-enter the market immediately after a Conditional Transaction based on the price and/or volume of the DMM's trading in reference to the market in the security at the time of such trading. In such situations DMMs may not rely on the fact that there may have been one or more independent trades following the DMM's trading to justify a failure to re-enter the market.

(c) Immediate re-entry is required after the following Conditional Transactions:

(I) A purchase that (1) reaches across the market to trade with an Exchange published offer that is above the last differently priced trade on the Exchange and above the last differently priced published offer on the Exchange, (2) is 10,000 shares or more or has a market value of $200,000 or more, and (3) exceeds 50% of the published offer size.

(II) A sale that (1) reaches across the market to trade with an Exchange published bid that is below the last differently priced trade on the Exchange and below the last differently priced published bid on the Exchange, (2) is 10,000 shares or more or has a market value of $200,000 or more, and (3) exceeds 50% of the published bid size.

(III) Each trade at a separate price in a Sweep is viewed as a transaction with the published bid or offer for the purpose of subparagraphs (6)(iii)(c)(I) and (6)(iii)(c)(II) above.

(iv) The following Conditional Transactions may be made without restriction as to price:

(a) A DMM's purchase from the Exchange published offer that is priced above the last differently-priced trade on the Exchange or above the last differently-priced published offer on the Exchange; and

(b) A DMM's sale to the Exchange published bid that is priced below the last differently-priced trade on the Exchange or below the last differently-priced published bid on the Exchange.

(c) Re-entry obligations following transactions defined in subparagraphs (6)(iv)(a) and (6)(iv)(b) above are the same as for Non-Conditional Transactions pursuant to subparagraph (5)(i)(a)(II)(c) above.

(7) The requirement to obtain Floor Official approval for transactions for a DMM's own account contained in subparagraphs (5)(i)(b)(I)(a) through (5)(i)(b)I)(c) above shall not apply to transactions effected in an investment company unit (the "unit"), as that term is defined in Section 703.16 of the Listed Company Manual, or a Trust Issued Receipt (the "receipt") as that term is defined in Rule 1200, streetTRACKS® Gold Shares as the term is defined in Rule 1300 or Currency Trust Shares as the term is defined in Rule 1301A. Nevertheless such transactions must be effected in a manner that is consistent with the maintenance of a fair and orderly market and with the other requirements of this rule and the supplementary material herein.

(8) When inquiry is made of a DMM as to the price at which a block of stock may be sold, the DMM may advise the broker of the "clean up" price for the block, after trading with the published bid (offer). If, as a result of this inquiry, the block is sold and the DMM participates as a dealer at the "clean up" price, he or she should also execute at the same price the executable buy orders held by him or her. The same principle applies in the event an inquiry is made with respect to an order to purchase a block of stock.

(9) A DMM's bid or offer in a registered security on the Exchange may not be inferior to the DMM's market maker bid or offer disseminated by an electronic communications network (as that term is defined in Securities and Exchange Commission Rule 600(b)(23) of Regulation NMS) or any other market center. A DMM may not disseminate a market maker bid or offer on another market center or electronic communications network at a price at which Exchange rules would preclude dissemination of such bid or offer on the Exchange.

.11 Participation at openings or reopeningsA DMM should avoid participating as a dealer in opening or reopening a stock in such a manner as to upset the public balance of supply and demand as reflected by market and limited price orders, unless the condition of the general market or the DMM's position in light of the reasonably anticipated needs of the market makes it advisable to do so. He may, however, buy or sell stock as a dealer to minimize the disparity between supply and demand at an opening or reopening.

.11A Tier 1 and Tier 2 component stock quotationsThe function of a member acting as a regular DMM on the Floor of the Exchange includes the establishment of quotations for the "ESP Service" (as Rule 800 (Basket Trading: Applicability and Definitions) defines that term). In respect of a registered security that is a component stock of a "basket" (as Rule 800 defines that term), the DMM shall, whenever all of the basket's component stocks listed on the Exchange are open for trading:

(a) establish, maintain and communicate a "Tier 1 component stock" bid and offer and a "Tier 2 component stock" bid and offer (as Rule 800 defines those terms) for the stock in accordance with such parameters, and in such manner, as the Exchange may from time to time prescribe; and

(b) upon receiving a "basket execution notice" (as Rule 800 defines that term), assign, take or supply the component stock at the execution price as follows:

(i) if the execution price reflected in the basket execution notice is the same as the quotation prevailing at the time of his receipt of the notice, he shall apply the rules of priority and precedence set forth in Rule 72 (Priority and Precedence of Bids and Offers);

(ii) if the execution price reflected in the basket execution notice is inferior to the quotation prevailing at the time of his receipt of the notice (as, for instance, where the prevailing quotation improves from the time the DMM communicated his Tier 1 component stock quotation), he shall apply the rules of priority and precedence set forth in Rule 71 (Precedence of Highest Bid and Lower Offer) and Rule 72 as if the execution price equalled the prevailing quotation, although the assigned price shall nevertheless be the price indicated in the execution notice;

(iii) if the execution price reflected in the basket execution notice is superior to the quotation prevailing at the time of his receipt of the notice, or if the DMM's market in the component stock is halted, he shall take or supply the necessary shares at the execution price indicated in the basket execution notice; and

(iv) if the DMM's market in the component stock is not firm, he shall, if practicable, assign the execution at the execution price indicated in the basket execution notice by applying the rules of priority and precedence set forth in Rule 71 and Rule 72; otherwise he shall take or supply the necessary shares at that price.

For the purposes of clauses (i) and (ii), if the size of the quotation(s) on the book or in the trading crowd that are better than or at the execution price indicated in the basket execution notice is not sufficient to take or supply the requisite number of shares, the DMM shall take or supply the remaining number of shares at that price. In accordance with paragraph (a) of Rule 800, the rules pertaining to ITS and trading through ITS shall not apply to the assignment, taking or supplying of stock under this paragraph (b).

The DMM's obligation to assign, take or supply stock under clause (b) above is limited to:

(a) if the basket order is executed at the aggregate Tier 1 quotation, the share representation of the stock in one basket; and

(b) if the basket order is executed at the aggregate Tier 2 bid or offer, the share representation of the stock in up to three baskets.

The DMM must take or supply stock as necessary to meet these obligations notwithstanding other trading restrictions of this Rule and Rule 440B (Short Sales). In doing so, the DMM is exempt from the trading restrictions of this Rule.

An execution through the ESP Service against an "aggregate Tier 1" bid (offer) or an "aggregate Tier 2" bid (offer) (as Rule 800 defines those terms) (a) shall suspend the DMM's obligation to make and communicate such tier's component stock bid (offer) for 30 seconds or for such other period as the Exchange shall from time to time prescribe and (b) shall not cause any order entrusted to the DMM to be elected. The inability of the Exchange to disseminate quotations in one or more component stocks as a result of systems problems shall also suspend the DMM's obligation to make and communicate Tier 1 and Tier 2 component stock quotations.

The DMM shall report for dissemination such transaction-related information relating to Tier 1 and Tier 2 component executions as the Exchange may from time to time prescribe.

.11B See paragraph (c)(v) of Rule 800 in respect of the impact of this Rule on the ability of a DMM to initiate basket transactions and paragraph (c)(vi) of Rule 800 in respect of the impact of basket transactions on the calculation of stock positions.

.11C See paragraph (d)(iv) of Rule 900 (Off-Hours Trading: Applicability and Definitions) in respect of (a) the impact of Off-Hours Trading on the calculation of stock positions.

.12 DMM Investment AccountsUnder certain circumstances a DMM may assign registered securities to an investment account. Purchases creating or adding to a position in an investment account which are not reasonably necessary to permit the maintenance of a fair and orderly market or to act as an odd-lot dealer are not to be made.

In the maintenance of price continuity with reasonable depth, it is commonly desirable for a DMM to supply stock to the market, even though he may have to sell short to do so, to the extent reasonably necessary to meet the needs of the market.

A DMM may not effect a transfer of a registered security from his dealer account to an investment account if the transfer would result in creating a short position in the dealer account.

A DMM may not assign to an investment account any registered security which was purchased in the round-lot market on a "plus" or "zero plus" tick. In addition, in order to make such assignment, he or she must have maintained, with respect to purchases in that stock, a stabilization rate of at least 75%, measured by the Tick Test, as defined in Rule 112(d)(3), for the day of purchase, and for the entire calendar week encompassing that day.

If a "net long" position is created as a result of the maintenance of an investment position in a registered security while a short position exists in the DMM's dealer account, the DMM may not cover such a short position by purchasing stock in the round-lot market on a "plus" tick. In addition, he or she must also limit his or her purchase to no more than 50% of the stock offered on a "zero plus" tick, and in no event may he or she purchase the final 100 shares offered.

See paragraph (d)(iii) of Rule 900 in respect of (a) the assignment of a registered security acquired through the Off-Hours Trading Facility to an investment account and (b) the purchase of securities through the Off-Hours Trading Facility to cover a short position in a dealer account.

Reporting Requirements

In connection with investment positions in registered securities, a DMM shall report to the Exchange, on such form and in such format as the Exchange may from time to time prescribe, a record of all transactions effected for investment purposes. The DMM shall also report to the Exchange, on such form and in such format as the Exchange may from time to time prescribe, a record of all transactions effected for investment purposes for the account of any person specified in Rule 104.13.

.13 Investment Transactions.—

(a) Any transactions effected for the benefit of any of the following persons in stocks in which a DMM is registered must be for investment purposes:

(i) any member, allied member, officer, employee or person or party active in the business of the DMM; or

(ii) the spouse and children of any of the above-named persons or parties who reside in the same household as such person or party.

(b) Any transaction included within paragraph (a) may only be made as follows::

(i) acquisitions at prices below the last different price—on "minus" or "zero minus" ticks; and

(ii) liquidations at prices above the last different price—on "plus" or "zero plus" ticks—except with the prior approval of the Exchange.

(c) All off-Floor orders entered for any of the above-named accounts must be identified so that such orders will not be executed prior to any agency order received by the DMM at the same price even though such agency order may be received subsequent to the identified order.

(d) No DMM, and no member or allied member affiliated with such DMM, officer, employee or person active in the business of the DMM shall originate orders in stocks in which such DMM is registered for any account over which they exercise investment discretion.

(e) Transactions in a stock in which a DMM is registered effected for trust accounts, including "blind" accounts, for the benefit of such DMM or any person specified in paragraph (a) shall be subject to the provisions of this rule. Transactions in a fund which invests broadly in securities and which may from to time invest in a security in which a DMM is registered, shall not be subject to this rule.

.14 LIFO transactionsA member acting as a DMM may not effect transactions for the purpose of adjusting a LIFO inventory in a stock in which he is so acting except as a part of a course of dealings reasonably necessary to assist in the maintenance of a fair and orderly market.

.15 Relief DMMsAny member registered as a regular DMM must either (1) be associated with other members also registered as regular DMMs in the same stocks, either through a partnership or a member corporation or a joint account, and arrange for at least one member of the group to be in attendance during the hours when the Exchange is open for business, or (2) arrange for the registration by at least one other member as relief DMM, who would always be available, in the regular DMM's absence, to take over the "book" and to service the market, so that there would be no interruption of the continuity of service during the hours when the Exchange is open for business.

The same obligations and responsibilities for the maintenance and stabilization of markets which rest upon regular DMMs, rest also upon relief DMM while in possession of the "book."

Approval of the registration of a regular DMM as a relief DMM will be granted provided that the surrounding circumstances are such as to permit him or her to act in such relief capacity, and at the same time insure the adequate servicing of the stocks in which he or she is registered as a regular DMM and the proper performance of his or her dealer function therein.

.17 Temporary DMMsIn the event of an emergency, such as the absence of the regular and relief DMMs, or when the volume of business in the particular stock or stocks is so great that it cannot be handled by the regular and relief DMMs without assistance, a Floor Governor may authorize a member of the Exchange who is not registered as a DMM or relief DMM in such stock or stocks, to act as temporary DMM for that day only.

A member who acts as a temporary DMM by such authority is required to file with Market Surveillance, at the end of the day, a report showing (a) the name of the stock or stocks in which he or she so acted, (b) the name of the regular DMM, (c) the time of day when he or she so acted, and (d) the name of the Floor Governor who authorized the arrangement. The necessary forms may be obtained at the Information Desk.

The Floor Governor will not give such authority for the purpose of permitting a member not registered as DMM or relief DMM habitually to relieve a regular DMM at lunch periods, etc.

If a temporary DMM substitutes for a regular DMM, and if no regular or relief DMM is present, the temporary DMM is expected to assume the obligations and responsibilities of regular DMMs for the maintenance and stabilization of the market.

.24 Relief DMMs.—

(1) The requirements with respect to a member registered as a full time relief DMM, i.e., one who may be called upon to act as a relief DMM for an entire business day, shall be, net liquid assets of $150,000.

(2) There is no requirement with respect to a member registered as a part-time relief DMM, i.e., one who may be called upon to act as a relief DMM for less than the entire business day, usually for lunch periods, etc. Dealings effected by a part-time relief DMM while relieving the regular DMM must be made for the account of the regular DMM whom he or she is relieving.

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Amended: September 16, 1964, effective January 4, 1965; Effective March 1, 1966; March 16, 1967; March 16, 1967, effective April 3, 1967; February 18, 1971; June 1, 1971; May 18, 1972; September 15, 1972; July 11, 1974; May 20, 1976; August 9, 1976; November 7, 1977; March 17, 1978; August 11, 1978; November 29, 1983; November 3, 1986; June 6, 1988; October 26, 1989; May 24, 1991; June 17, 1991; June 17, 1994; March 2, 1995; March 22, 1996; September 9, 1997; February 22, 1999; July 31, 200 effective October 30, 2000 (NYSE-99-46); July 30, 2001 (NYSE-2001-08); July 26, 2001 (NYSE-2001-15); April 9, 2002 effective May 8, 2002 (NYSE-2002-07); April 19, 2005 (NYSE-2004-71); December 14, 2005 (SR-NYSE-2005-87); March 13, 2006 (NYSE-2006-18); March 22, 2006 (NYSE-2004-05); June 30, 2006 (NYSE-2006-24); July 25, 2006 (NYSE-2005-38); June 21, 2006 (NYSE-2006-44); August 15, 2006 (NYSE-2006-59); August 25, 2006 (NYSE-2006-07); October 5, 2006 (NYSE-2006-36); October 5, 2006 (NYSE-2006-82); October 16, 2006 (NYSE-2006-84); November 27, 2006 (NYSE-2006-65); November 30, 2006 (NYSE-2006-105); December 1, 2006 (NYSE-2006-76); February 14, 2007 (NYSE-2006-120); June 29, 2007 (NYSE-2007-58); September 6, 2007 (NYSE-2007-81); September 27, 2007 (NYSE-2007-84); October 1, 2007 (NYSE-2007-92); October 2, 2007 (NYSE-2007-93); October 26, 2007 (NYSE-2007-83); December 13, 2007 (NYSE-2006-99); February 1, 2008 (NYSE-2007-62); February 5, 2008 (NYSE-2007-101); February 7, 2008 (NYSE-2008-12); February 12, 2008 (NYSE-2004-70); April 1, 2008 (NYSE-2008-23); June 26, 2008 (NYSE-2008-50); August 7, 2008 (NYSE-2008-45); August 13, 2008 (NYSE-2008-73); September 11, 2008 (NYSE-2008-61); October 2, 2008 (NYSE-2008-95); October 24, 2008 (NYSE-2008-46); November 17, 2008 (NYSE-2008-115); December 10, 2008 (NYSE-2008-127); January 22, 2009 (NYSE-2008-119); February 7, 2013 (NYSE-2013-12); August 15, 2013 (NYSE-2013-42); July 3, 2014 (NYSE-2014-12).

Rule 104. Dealings and Responsibilities of DMMs

This version of Rule 104 is operative no later than five weeks after the approval by the Securities and Exchange Commission of SR-NYSE-2008-46

The provisions of this rule shall be in effect during a Pilot set to end on December 31, 2014.

(a) DMMs registered in one or more securities traded on the Exchange must engage in a course of dealings for their own account to assist in the maintenance of a fair and orderly market insofar as reasonably practicable. The responsibilities and duties of a DMM specifically include, but are not limited to, the following:

(1) Assist the Exchange by providing liquidity as needed to provide a reasonable quotation and by maintaining a continuous two-sided quote with a displayed size of at least one round lot.

(A) With respect to maintaining a continuous two-sided quote with reasonable size, DMM units must maintain a bid or an offer at the National Best Bid and National Best Offer ("inside") at least 15% of the trading day for securities in which the DMM unit is registered with a consolidated average daily volume of less than one million shares, and at least 10% for securities in which the DMM unit is registered with a consolidated average daily volume equal to or greater than one million shares. Time at the inside is calculated as the average of the percentage of time the DMM unit has a bid or offer at the inside. In calculating whether a DMM is meeting the 15% and 10% measure, credit will be given for executions for the liquidity provided by the DMM. Reserve or other hidden orders entered by the DMM will not be included in the inside quote calculations.

(B) Pricing Obligations. For NMS stocks (as defined in Rule 600 under Regulation NMS) a DMM shall adhere to the pricing obligations established by this Rule during the trading day; provided, however, that such pricing obligations (i) shall not commence during any trading day until after the first regular way transaction on the primary listing market in the security, as reported by the responsible single plan processor, and (ii) shall be suspended during a trading halt, suspension, or pause, and shall not re-commence until after the first regular way transaction on the primary listing market in the security following such halt, suspension, or pause, as reported by the responsible single plan processor.

(i) Bid and Offer Quotations. At the time of entry of the DMM's bid (offer) interest, the price of the bid (offer) interest shall be not more than the Designated Percentage away from the then current National Best Bid (Offer), or if no National Best Bid (Offer), not more than the Designated Percentage away from the last reported sale from the responsible single plan processor. In the event that the National Best Bid (Offer) (or if no National Best Bid (Offer), the last reported sale) increases (decreases) to a level that would cause the bid (offer) interest to be more than the Defined Limit away from the National Best Bid (Offer) (or if no National Best Bid (Offer), the last reported sale), or if the bid (offer) is executed or cancelled, the DMM shall enter new bid (offer) interest at a price not more than the Designated Percentage away from the then current National Best Bid (Offer) (or if no National Best Bid (Offer), the last reported sale), or identify to the Exchange current resting interest that satisfies the DMM's obligation according paragraph (1)(A), above.

(ii) The National Best Bid and Offer shall be determined by the Exchange in accordance with its procedures for determining protected quotations under Rule 600 under Regulation NMS.

(iii) For purposes of this Rule, the "Designated Percentage" shall be 8% for securities subject to Rule 80C(a)(i), 28% for securities subject to Rule 80C(a)(ii), and 30% for securities subject to Rule 80C(a)(iii), except that between 9:30 a.m. and 9:45 a.m. and between 3:35 p.m. and the close of trading, when Rule 80C is not in effect, the Designated Percentage shall be 20% for securities subject to Rule 80C(a)(i), 28% for securities subject to Rule 80C(a)(ii), and 30% for securities subject to Rule 80C(a)(iii).

(iv) For purposes of this Rule, the "Defined Limit" shall be 9.5% for securities subject to Rule 80C(a)(i), 29.5% for securities subject to Rule 80C(a)(ii), and 31.5% for securities subject to Rule 80C(a)(iii), except that between 9:30 a.m. and 9:45 a.m. and between 3:35 p.m. and the close of trading, when Rule 80C is not in effect, the Defined Limit shall be 21.5% for securities subject to Rule 80C(a)(i), 29.5% for securities subject to Rule 80C(a)(ii), and 31.5% for securities subject to Rule 80C(a)(iii).

Nothing in this Rule shall preclude a DMM from quoting at price levels that are closer to the National Best Bid and Offer than the levels required by this Rule.

(2) Facilitate openings and reopenings for each of the securities in which the DMM is registered as required under Exchange rules. This may include supplying liquidity as needed. (See Rule 123D for additional responsibilities of DMMs with respect to openings and Rule 13 with respect to Reserve Order interest procedures at the opening.) DMM and DMM unit algorithms will have access to aggregate order information in order to comply with this requirement. (See Supplementary Material .05 of this 104 with respect to odd-lot order information to the DMM unit algorithm.)

(3) Facilitate the close of trading for each of the securities in which the DMM is registered as required by Exchange rules. This may include supplying liquidity as needed. (See Rule 123C for additional responsibilities of DMMs with respect to closes and Rule 13 with respect to Reserve Order interest procedures at the close.) DMM and DMM unit algorithms will have access to aggregate order information in order to comply with this requirement.

(4) Facilitate trading when a "liquidity replenishment point" (as defined in Exchange Rule 1000) is reached.

(5) Facilitate trading when a "gap" quote procedure is being used and when a manual block trade is being executed. For purposes of this section, a "block" shall be at least 10,000 shares or a quantity of stock having a market value of $200,000 or more, whichever is less.

(b) DMM Unit Algorithms

(i) DMM units shall have the ability to employ algorithms for quoting and trading consistent with NYSE and SEC regulations.

(ii) Exchange systems shall enforce the proper sequencing of incoming orders and algorithmically-generated messages.

(iii) Except as provided for in paragraphs (a)(2) and (a)(3) of this Rule, the DMM unit's system employing algorithms will have access to information with respect to orders entered on the Exchange, Floor Broker agency interest files or reserve interest, to the extent such information is made publicly available. DMM unit algorithms will receive the same information with respect to orders entered on the Exchange, Floor Broker agency interest files or reserve interest as is disseminated to the public by the Exchange and shall receive such information no sooner than it is available to other market participants.

(iv) The DMM unit's algorithm may place within Exchange systems trading interest to be known as a "Capital Commitment Schedule". (See Rule 1000 concerning the operation of the Capital Commitment Schedule.)

(v) All DMM unit trades via an algorithm must comply with all SEC and Exchange rules, policies and procedures governing DMM unit trading

(c) A DMM unit may maintain reserve interest consistent with Exchange rules governing Reserve Orders. Such reserve interest is eligible for execution in manual transactions.

(d) A DMM unit may provide algorithmically-generated price improvement to all or part of an incoming order that can be executed at or within the Exchange BBO through the use of Capital Commitment Schedule interest (see Rule 1000). Any orders eligible for execution in the Display Book® system at the price of the DMM unit's interest will trade on parity with such interest, as will any displayed interest representing a d-Quote enabling such interest to trade at the same price as the DMM unit's interest.

(e) DMM units shall provide contra side liquidity as needed for the execution of odd-lot quantities that are eligible to be executed as part of the opening, re-opening and closing transactions but remain unpaired after the DMM has paired all other eligible round lot sized interest.

(f) Functions of DMMs

(i) Any member who expects to act as a DMM in any listed stock must be registered as a DMM. See Rule 103 for registration requirements for DMMs.

(ii) The function of a member acting as a DMM on the Floor of the Exchange includes the maintenance, in so far as reasonably practicable, of a fair and orderly market on the Exchange in the stocks in which he or she is so acting. The maintenance of a fair and orderly market implies the maintenance of price continuity with reasonable depth, to the extent possible consistent with the ability of participants to use reserve orders, and the minimizing of the effects of temporary disparity between supply and demand. In connection with the maintenance of a fair and orderly market, it is commonly desirable that a member acting as DMM engage to a reasonable degree under existing circumstances in dealings for the DMM's own account when lack of price continuity, lack of depth, or disparity between supply and demand exists or is reasonably to be anticipated.

(iii) The Exchange will supply DMMs with suggested Depth Guidelines for each security in which a DMM is registered. The administration of the Depth Guidelines will be contained in notices periodically issued to all DMMs. In connection with a DMM's responsibility to maintain a fair and orderly market, DMMs will be expected to quote and trade with reference to the Depth Guidelines where necessary.

(iv) DMMs are designated as market maker on the Exchange for all purposes under the Securities Exchange Act of 1934 and the rules and regulations thereunder.

(g) Transactions by DMMs

(i) Transactions on the Exchange by a DMM for the DMM's account are to be effected in a reasonable and orderly manner in relation to the condition of the general market and the market in the particular stock.

(A) The following types of transactions are permitted to render the DMM's position adequate to such markets' needs:

(I) Neutral Transactions

(1) Definition - A neutral transaction is a purchase or sale by which a DMM liquidates or decreases a position.

(2) Neutral Transactions may be made without restriction as to price.

(3) Re-entry Obligation Following Neutral Transactions - The DMM's obligation to maintain a fair and orderly market may require re-entry on the opposite side of the market trend after effecting one or more Neutral Transactions. Such re-entry transactions should be in accordance with the immediate and anticipated needs of the market.

(II) Non-Conditional Transactions

(1) Definition - A non-conditional transaction is a DMM's bid or purchase and offer or sale, that establishes or increases a position, other than a transaction that reaches across the market to trade with the Exchange BBO.

(2) Non-Conditional Transactions may be made without restriction as to price in order to:

(i) match another market's better bid or offer price;

(ii) bring the price of a security into parity with an underlying or related security or asset;

(iii) add size to an independently established bid or offer on the Exchange;

(iv) purchase at the published bid price on the Exchange;

(v) sell at the published offer price on the Exchange;

(vi) purchase or sell at a price between the Exchange BBO;

(vii) purchase below the published bid or sell above the published offer on the Exchange;

(3) Re-entry Obligation Following Non-Conditional Transactions - The DMM's obligation to maintain a fair and orderly market may require re-entry on the opposite side of the market trend after effecting one or more Non- Conditional Transactions. Such re-entry transactions should be commensurate with the size of the Non-Conditional Transactions and the immediate and anticipated needs of the market.

(III) Prohibited Transactions

(1) During the last ten minutes prior to the close of trading, a DMM with a long position in a security is prohibited from making a purchase in such security that results in a new high price on the Exchange for the day at the time of the DMM's transaction, except as provided in subparagraphs (g)(i)(A)(II)(2)(i) through (g)(i)(A)(II)(2)(ii) above.

(2) During the last ten minutes of trading, a DMM with a short position in a security is prohibited from making a sale in such security, that results in a new low price on the Exchange for the day at the time of the DMM's transaction, except as provided in subparagraphs (g)(i)(A)(II)(2)(i) through (g)(i)(A)(II)(2)(ii) above.

(h) DMM Transactions in Securities that Establish or Increase the DMM's Position:

(i) Definition - A "Conditional Transaction" is a DMM's transaction in a security that establishes or increases a position and reaches across the market to trade as the contra-side to the Exchange published bid or offer.

(ii) The following Conditional Transactions, may be made by a DMM without restriction as to price, provided they are followed by appropriate re-entry on the opposite side of the market commensurate with the size of the DMM's transaction. ("Appropriate" re-entry shall mean re-entry on the opposite side of the market at or before the price participation point or the "PPP".):

(A) A DMM's purchase from the Exchange published offer that is priced above the last differently-priced trade on the Exchange and above the last differently-priced published offer on the Exchange; and

(B) A DMM's sale to the Exchange published bid that is priced below the last differently-priced trade on the Exchange and below the last differently-priced published bid on the Exchange.

(iii) Re-entry Obligations for Conditional Transactions:

(A) "PPPs"—The Exchange will periodically issue guidelines, called price participation points ("PPP"), that identify the price at or before which a DMM is expected to re-enter the market after effecting a Conditional Transaction. PPPs are only minimum guidelines and compliance with them does not guarantee that a DMM is meeting its obligations.

(B) Notwithstanding that a security may not have reached the PPP, the DMM may be required to re-enter the market immediately after a Conditional Transaction based on the price and/or volume of the DMM's trading in reference to the market in the security at the time of such trading. In such situations DMMs may or may not rely on the fact and circumstance that there may have been one or more independent trades following the DMM's trading to justify a failure to re-enter the market.

(C) Immediate re-entry is required after the following Conditional Transactions:

(I) A purchase that (1) reaches across the market to trade with an Exchange published offer that is above the last differently priced trade on the Exchange and above the last differently priced published offer on the Exchange, (2) is 10,000 shares or more or has a market value of $200,000 or more, and (3) exceeds 50% of the published offer size.

(II) A sale that (1) reaches across the market to trade with an Exchange published bid that is below the last differently priced trade on the Exchange and below the last differently priced published bid on the Exchange, (2) is 10,000 shares or more or has a market value of $200,000 or more, and (3) exceeds 50% of the published bid size.

(III) A Sweep is viewed as a transaction with the published bid or offer for the purpose of subparagraphs (h)(iii)(C)(I) and (h)(iii)(C)(II) above.

(iv) The following Conditional Transactions may be made without restriction as to price:

(A) A DMM's purchase from the Exchange published offer that is priced above the last differently-priced trade on the Exchange or above the last differently-priced published offer on the Exchange; and

(B) A DMM's sale to the Exchange published bid that is priced below the last differently-priced trade on the Exchange or below the last differently-priced published bid on the Exchange.

(i) Re-entry obligations following transactions defined in subparagraphs (h)(iv)(A) and (h)(iv)(B) above are the same as for Non-Conditional Transactions pursuant to subparagraph (g) (i)(A)(3) above.

(j) Trading Floor Functions of DMMs

(i) A DMM may perform the following Trading Floor functions:

(A) maintain order among Floor brokers manually trading at the DMM's assigned panel;

(B) bring Floor brokers together to facilitate trading, which may include the DMM as a buyer or seller;

(C) assist a Floor broker with respect to an order by providing information regarding the status of a Floor broker's orders, helping to resolve errors or questioned trades, adjusting errors, and cancelling or inputting Floor broker agency interest on behalf of a Floor broker; and

(D) research the status of orders or questioned trades on his or her own initiative or at the request of the Exchange or a Floor broker when a Floor broker's handheld device is not operational, when there is activity indicating that a potentially erroneous order was entered or a potentially erroneous trade was executed, or when there otherwise is an indication that improper activity may be occurring.

(ii) The Exchange may make systems available to a DMM at the post that display the following information about securities in which the DMM is registered: (A) aggregated buying and selling interest; (B) the price and size of any individual order or Floor broker agency interest file and the entering and clearing firm information for such order, except that the display shall exclude any order or portion thereof that a market participant has elected not to display to a DMM; and (C) post-trade information. A DMM may not use any information provided by Exchange systems pursuant to this subparagraph (ii) in a manner that would violate Exchange rules or federal securities laws or regulations.

(iii) The DMM may provide market information that is available to the DMM at the post as described in subparagraph (j)(ii) to: (A) respond to an inquiry from a Floor broker in the normal course of business; or (B) visitors to the Trading Floor for the purpose of demonstrating methods of trading; provided, however, that a Floor broker may not submit an inquiry pursuant to this subparagraph (j)(iii) by electronic means and the DMM may not use electronic means to transmit market information to a Floor broker in response to a Floor broker's inquiry pursuant to this subparagraph (j)(iii).

(k) Temporary DMMs. In the event of an emergency, such as the absence of the DMM, or when the volume of business in the particular stock or stocks is so great that it cannot be handled by the DMMs without assistance, a Floor Governor may authorize a member of the Exchange who is not registered as a DMM in such stock or stocks, to act as temporary DMM for that day only.

A member who acts as a temporary DMM by such authority is required to file with NYSE Regulation's Division of Market Surveillance, at the end of the day, a report showing (a) the name of the stock or stocks in which he so acted, (b) the name of the regular DMM, (c) the time of day when he so acted, and (d) the name of the Floor Governor who authorized the arrangement. The necessary forms may be obtained at the Information Desk.

The Floor Governor will not give such authority for the purpose of permitting a member not registered as DMM habitually to relieve another DMM at lunch periods, etc.

If a temporary DMM substitutes for a DMM, and if no DMM is present, the temporary DMM is expected to assume the obligations and responsibilities of DMMs for the maintenance of the market.

• • • Supplementary Material: ------------------

.05 Odd-lot Order Information to DMM Unit Algorithm. DMM unit algorithm will receive odd-lot order-by-order information prior to the opening from Exchange systems until no later than October 31, 2009.

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Adopted: October 24, 2008 (NYSE-2008-46).

Amended: November 17, 2008 (NYSE-2008-115); January 22, 2009 (NYSE-2008-119); August 26, 2009 (NYSE-2009-86); August 31, 2009 (NYSE-2009-91); September 1, 2009 (NYSE-2009-85); October 1, 2009 (NYSE-2009-100); November 19, 2009 (NYSE-2009-113); March 17, 2010 (NYSE-2010-25); July 27, 2010 (NYSE-2010-43); September 1, 2010 (NYSE-2010-61); November 5, 2010 (NYSE-2010-69); December 29, 2010 (NYSE-2010-85); February 11, 2011 (NYSE-2011-03); June 28, 2011 (NYSE-2011-29); June 23, 2011 (NYSE-2011-21); December 2, 2011 (NYSE-2011-58); December 23, 2011 (NYSE-2011-65); July 25, 2012 (NYSE-2012-26); January 2, 2013 (NYSE-2012-75); February 7, 2013 (NYSE-2013-12); June 20, 2013 (NYSE-2013-43); December 23, 2013 (NYSE-2013-21); December 16, 2013 (NYSE-2013-79); January 17, 2014 (NYSE-2014-01); July 16, 2014 (NYSE-2014-33).

Rule 104A. DMMs—General

• • • Supplementary Material: ------------------

.50 Equity Trading Reports.—Every DMM unit (including relief DMMs) must keep a record of purchases and sales initiated on the Floor (including purchases and sales resulting from commitments or obligations to trade issued from the Exchange through ITS or any other Application of the System), in stocks in which he or she is registered, for an account in which he or she has an interest. DMM units must also maintain records of purchases and sales in the Exchange's off-hours trading sessions. Such record must show the sequence in which each transaction actually took place, the time thereof, and whether such transaction was at the same price or in what respect it was at a different price in relation to the immediately preceding transaction in the same stock. The price designations for transactions made in another market center through ITS or any other application of the System are to be determined from the immediately preceding transaction price on the Exchange at the time the commitment or obligation to trade is issued. DMM units and relief DMMs are required to report such transactions in such automated format and with such frequency as may be prescribed by the Exchange.

Paragraph 104.12 sets forth circumstances under which DMMs who maintain investment accounts in registered securities are required to submit an equity trading data report.

Options and single stock futures trading data reports.—Every DMM unit (including relief DMMs) must keep a record of all options and single stock futures purchases and sales to hedge its registered securities positions as permitted by Rule 105 and must report such transactions in such automated format and with such frequency as may be prescribed by the Exchange.

Foreign securities reports—Every DMM unit (including relief DMMs) must keep a record of all purchases and sales of foreign securities (as defined in Rule 36.30) for an account in which he or she has as interest. DMM units and relief DMMs are required to report such transactions in such automated format and with such frequency as may be prescribed by the Exchange.

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Amended: December 11, 1975; effective March 12, 1976; August 11, 1978; April 2, 1979; June 17, 1991; April 15, 1994; August 8, 2003 (NYSE-2002-63); October 24, 2008 (NYSE-2008-46).

Rule 104B. DMM Commissions

No DMM or DMM unit may charge a commission for the execution of a trade in any of his or her registered securities, including Investment Company Units pursuant to Exchange Rule 1100, Trust Issued Receipts pursuant to Exchange Rule 1200, and streetTRACKS® Gold Shares pursuant to Exchange Rule 1300, Currency Trust Shares pursuant to Exchange Rule 1300A, Commodity Trust Shares pursuant to Exchange Rule 1300B or any security governed by Exchange Rule series 1100, 1200, 1300, 1300A or 1300B.

Adopted: November 30, 2006 (NYSE-2006-105).

Amended: October 24, 2008 (NYSE-2008-46).

Rule 105. DMMs' Interest in Pools

(a) No DMM unit or officer or employee thereof shall be directly or indirectly interested in a pool dealing or trading in a stock in which such DMM unit is registered as a DMM.

Amended:

July 20, 1961; May 18, 1972; August 9, 1976; February 4, 1985; February 4, 1987; April 15, 1991; May 24, 1991; August 7, 2000; April 11, 2001 (NYSE-00-62); August 30, 2000 effective August 28, 2000 (NYSE-00-22); July 30, 2001 (NYSE-01-08); February 15, 2002 (NYSE-01-43); July 29, 2002 (NYSE-02-12); April 9, 2002 effective May 8, 2002 (NYSE-02-07); August 8, 2003 (NYSE-02-63); August 7, 2008 (NYSE-2008-45); October 24, 2008 (NYSE-2008-46); July 3, 2014 (NYSE-2014-12).

Rule 106A. Taking Book or Order of Another Member

When a member temporarily takes the book of a DMM or an order from another member, he or she shall, while he or she is in possession of that book or order and for the remainder of the day, stand in the same relationship to the book or order as the DMM or other member.

Amended: October 24, 2008 (NYSE-2008-46).

Rule 107. Specialist's Transactions off the Exchange

Rescinded March 31, 1976.

Rule 107B. Supplemental Liquidity Providers

(a) For purposes of this Rule, a Supplemental Liquidity Provider ("SLP") is a member organization that electronically enters proprietary orders or quotes from off the Floor of the Exchange into the systems and facilities of the Exchange and is obligated to maintain a bid or an offer at the National Best Bid ("NBB") or the National Best Offer ("NBO") in each assigned security in round lots averaging at least 10% of the trading day (see Section (g) below) and for all assigned SLP securities, adds liquidity of an average daily volume ("ADV") of more than a specified percentage of consolidated average daily volume ("CADV") in all NYSE-listed securities, as set forth in the Exchange's Price List, on a monthly basis. An SLP can be either a proprietary trading unit of a member organization ("SLP-Prop") or a registered market maker at the Exchange ("SLMM"). This pilot program will end on December 31, 2014.

(b) Financial Rebates for Executed Transactions. When an SLP posts liquidity on the Exchange and such liquidity is executed against an inbound order, the SLP will receive a financial rebate for that executed transaction in an amount that will be published in the Exchange's Price List (see the NYSE Price List on the NYSE website), subject to the non-regulatory penalty provision described in subsection (j) of this Rule ("Non-Regulatory Penalties").

(1) The SLP will receive credit towards the financial rebate for executions of displayed and non-displayed liquidity (e.g., reserve and dark orders) posted in round lots in its assigned securities only.

(c) Qualifications of an SLP-Prop. To qualify as an SLP-Prop, a member organization must have:

(1) adequate technology to support electronic trading through the systems and facilities of the Exchange;

(2) mnemonics that identify to the Exchange SLP-Prop trading activity in assigned SLP securities. A member organization may not use such mnemonics for trading activity at the Exchange in assigned SLP securities that is not SLP-Prop trading activity or in securities in which a DMM unit is registered, but may use the same mnemonics for trading activity in securities not assigned to an SLP. If a member organization does not identify to the Exchange the mnemonic to be used for SLP-Prop trading activity, the member organization will not receive credit for such SLP trading;

(3) adequate trading infrastructure to support SLP trading activity, which includes support staff to maintain operational efficiencies in the SLP program and adequate administrative staff to manage the member organization's SLP program;

(4) quoting and volume performance that demonstrates an ability to meet the 10% average quoting requirement in each assigned security and the ADV requirement of more than a specified percentage of CADV in all NYSE-listed securities for all assigned SLP securities on a monthly basis;

(5) a disciplinary history that is consistent with just and equitable business practices; and

(6) the business unit of the member organization acting as an SLP-Prop must have in place adequate information barriers between the SLP-Prop unit and the member organization's customer, research and investment banking business.

(d) Qualifications of an SLMM. A member organization may register as an SLMM in one or more securities traded on the Exchange in order to assist in the maintenance of a fair and orderly market insofar as reasonably practicable. To qualify as an SLMM, a member organization must meet the requirements of Rule 107B(c)(1), and (3) - (5) and if approved as an SLMM, must:

(1) maintain continuous, two-sided trading interest in those securities in which the SLMM is registered to trade as an SLP ("Two-Sided Obligation").

(A) Two-Sided Obligation. For each security in which a member organization is registered as an SLMM, the SLMM must be willing to buy and sell such security for its own account on a continuous basis during the trading day and must enter and maintain two-sided trading interest that is identified to the Exchange as the interest meeting the Two-Sided Obligation and is displayed in Display Book at all times. Interest eligible to be considered as part of an SLMM's Two-Sided Obligation must have a displayed size of at least one round lot; provided, however, that an SLMM may augment its Two-Sided Obligation size to display limit orders priced at the same price as the Two-Sided Obligation. After an execution against its Two-Sided Obligation, an SLMM must ensure that additional trading interest exists in the Display Book to satisfy its Two-Sided Obligation either by immediately entering new interest to comply with this obligation to maintain continuous two-sided quotations or by identifying existing interest on Display Book that will satisfy this obligation.

(B) Pricing Obligations. For NMS stocks (as defined in Rule 600 under Regulation NMS) an SLMM shall adhere to the pricing obligations established by paragraph (d)(1)(A) of this Rule during the trading day; provided, however, that such pricing obligations (i) shall not commence during any trading day until after the first regular way transaction on the primary listing market in the security, as reported by the responsible single plan processor, and (ii) shall be suspended during a trading halt, suspension, or pause, and shall not re-commence until after the first regular way transaction on the primary listing market in the security following such halt, suspension, or pause, as reported by the responsible single plan processor.

(i) Bid and Offer Quotations. At the time of entry of the SLMM's bid (offer) interest, the price of the bid (offer) interest shall be not more than the Designated Percentage away from the then current NBB (NBO), or if no NBB (NBO), not more than the Designated Percentage away from the last reported sale from the responsible single plan processor. In the event that the NBB (NBO) (or if no NBB (NBO), the last reported sale) increases (decreases) to a level that would cause the bid (offer) interest to be more than the Defined Limit away from the NBB (NBO) (or if no NBB (NBO), the last reported sale), or if the bid (offer) is executed or cancelled, the SLMM shall enter new bid (offer) interest at a price not more than the Designated Percentage away from the then current NBB (NBO) (or if no NBB (NBO), the last reported sale), or identify to the Exchange current resting interest that satisfies the SLMM's obligation according to paragraph (d)(1)(A), above.

(ii) The NBB and NBO shall be determined by the Exchange in accordance with its procedures for determining protected quotations under Rule 600 under Regulation NMS.

(iii) For purposes of this Rule, the "Designated Percentage" shall be 8% for securities subject to Rule 80C(a)(i), 28% for securities subject to Rule 80C(a)(ii), and 30% for securities subject to Rule 80C(a)(iii), except that between 9:30 a.m. and 9:45 a.m. and between 3:35 p.m. and the close of trading, when Rule 80C is not in effect, the Designated Percentage shall be 20% for securities subject to Rule 80C(a)(i), 28% for securities subject to Rule 80C(a)(ii), and 30% for securities subject to Rule 80C(a)(iii).

(iv) For purposes of this Rule, the "Defined Limit" shall be 9.5% for securities subject to Rule 80C(a)(i), 29.5% for securities subject to Rule 80C(a)(ii), and 31.5% for securities subject to Rule 80C(a)(iii), except that between 9:30 a.m. and 9:45 a.m. and between 3:35 p.m. and the close of trading, when Rule 80C is not in effect, the Defined Limit shall be 21.5% for securities subject to Rule 80C(a)(i), 29.5% for securities subject to Rule 80C(a)(ii), and 31.5% for securities subject to Rule 80C(a)(iii).

Nothing in this Rule shall preclude an SLMM from quoting at price levels that are closer to the NBB and NBO than the levels required by this Rule.

(2) maintain minimum net capital in accordance with the provisions of Rule 15c3-1 under the Securities Exchange Act of 1934.

(3) maintain unique mnemonics specifically dedicated to SLMM activity in order to comply with paragraph (d)(1)(A) of this Rule. Such mnemonics may not be used for trading in securities other than SLP Securities assigned to the SLMM.

(e) Application Process.

(1) For purposes of this Rule, an "SLP Liaison Committee" shall consist of NYSE employees of the Operations Division and the U.S. Markets Division. The Head of the U.S. Markets Division or a designee shall designate the members of the SLP Liaison Committee. Among other responsibilities described in this Rule, the SLP Liaison Committee will determine whether an applicant is qualified to become an SLP.

(2) To become an SLP, a member organization must submit an SLP application form with all supporting documentation to the SLP Liaison Committee. The processing of SLP applications will be suspended when the SLP quota has been reached as provided in Section (h)(2) of this Rule.

(3) The SLP Liaison Committee will determine whether an applicant is qualified to become an SLP based on the qualifications described above in Section (c) or (d) of this Rule.

(4) After an applicant submits an SLP application to the SLP Liaison Committee, with supporting documentation, the SLP Liaison Committee shall notify the applicant member organization of its decision.

(5) If an applicant is approved by the SLP Liaison Committee to receive SLP status, such applicant must establish connectivity with relevant Exchange systems before such applicant will be permitted to trade as an SLP on the Exchange.

(6) In the event an applicant is disapproved or disqualified (see Section (k)(2) below) by the SLP Liaison Committee, such applicant may request an appeal of such disapproval or disqualification by the SLP Panel as provided in Section (l)("Appeal of Non-Regulatory Penalties") of this Rule, and/or reapply for SLP status three (3) months after the month in which the applicant received disapproval or disqualification notice from the Exchange.

(f) Voluntary Withdrawal of SLP Status.

(1) An SLP may withdraw from such status by giving notice to the SLP Liaison Committee, the NYSE Operations Division, and FINRA. Such withdrawal shall become effective when those securities assigned to the withdrawing SLP are reassigned to another SLP. After the SLP Liaison Committee, the NYSE Operations Division, and FINRA receive the notice of withdrawal from the withdrawing SLP, the SLP Liaison Committee will reassign such securities as soon as practicable but no later than 30 days of the date said notice is received by the SLP Liaison Committee, the NYSE Operations Division, and FINRA. In the event the reassignment of securities takes longer than the 30-day period, the withdrawing SLP will have no obligations under this Rule 107B and will not be held responsible for any matters concerning its previously assigned SLP securities upon termination this 30-day period.

(2) An SLMM may withdraw its registration in a security by giving written notice to the SLP Liaison Committee and FINRA. The Exchange may require a certain minimum notice period for withdrawal, and may place such other conditions on withdrawal and re-registration following withdrawal, as it deems appropriate in the interests of maintaining fair and orderly markets. An SLMM that fails to give advanced written notice of termination to the Exchange may be subject to formal disciplinary action.

(g) Calculation of Quoting Requirement:

(1) The SLP's 10% quoting requirement is calculated by determining the average percentage of time the SLP is at the NBB or the NBO in each assigned security during the regular hours of the Exchange on a daily and monthly basis. For purposes of this Rule, the SLP Liaison Committee will determine whether an SLP has met its quoting requirement by calculating the following:

(A) the "Daily NBB Quoting Percentage", is calculated by determining the percentage of time an SLP has at least one round lot of displayed interest in each assigned security in an Exchange bid at the National Best Bid during each trading day for a calendar month;

(B) the "Daily NBO Quoting Percentage," is calculated by determining the percentage of time an SLP has at least one round lot of displayed interest in each assigned security in an Exchange offer at the National Best Offer during each trading day for a calendar month;

(C) the "Average Daily NBBO Quoting Percentage", is calculated for each trading day by summing the "Daily NBB Quoting Percentage" and the "Daily NBO Quoting Percentage" in each assigned security then dividing such sum by two; and

(D) the "Monthly Average NBBO Quoting Percentage", is calculated for each assigned security by summing the security's "Average Daily NBBO Quoting Percentages" for each Trading Day in a calendar month then dividing the resulting sum by the total number of Trading Days in such calendar month.

(i) For purposes of calculating whether an SLP is in compliance with its 10% quoting requirement, the SLP must post displayed liquidity in round lots in its assigned securities at the NBB or the NBO.

(ii) An SLP may post non-displayed liquidity; however, such liquidity will not be counted as credit towards the 10% quoting requirement.

(iii) Tick sensitive orders (i.e., "Sell Plus", "Buy Minus" (see Rule 13) and "Buy Minus Zero Plus") will not be counted as credit towards the 10% quoting requirement.

(2) The SLP shall not be subject to any minimum or maximum quoting size requirement in assigned securities apart from the requirement that an order be for at least one round lot. The quoting requirement will be measured by utilizing the mnemonics that the member organization has identified for SLP trading activity.

(h) Calculation of Monthly Volume Requirement:

(1) The SLP's monthly volume requirement of an ADV of more than the specified percentage of CADV in all NYSE-listed securities is calculated by aggregating all liquidity an SLP provides in all of its assigned SLP securities each month, calculating the ADV by dividing the total aggregated provide volume by the number of trading days in the applicable month, and then dividing the ADV figure by CADV in all NYSE-listed securities during the month.

(2) Days that the Exchange ends its regular trading hours early (i.e., earlier than 4:00 p.m.) will not be included in the calculations of ADV for the applicable month in determining if an SLP has met its monthly volume requirement.

(3) The quoting and volume requirements will not be in effect in the first calendar month a member organization operates as an SLP. Therefore, the quoting and volume requirements will take effect on the first day of the second consecutive calendar month the member organization operates as an SLP.

(4) SLP orders will be in the "Book Participant" category for purposes of parity pursuant to Rule 72 under the New Market Model.

(i) Assignment of Securities.

(1) The SLP Liaison Committee in its discretion, will assign to the SLP, a group of securities consisting of NYSE-listed securities for SLP trading purposes. The SLP Liaison Committee shall determine the number of NYSE-listed securities within the group of securities assigned to each SLP.

(2) The SLP Liaison Committee, in its discretion, will assign one (1) or more SLPs to each security, depending upon the trading activity of the security.

(A) A DMM unit shall not also act as an SLP in the same securities in which it is registered as a DMM.

(B) An SLP-Prop shall not also act as an SLMM in the same securities in which it is registered as an SLP-Prop and vice versa, provided, however, if a member organization maintains information barriers between an SLP-Prop unit and an SLMM unit, the SLP-Prop and SLMM units may be assigned the same securities.

(j) Entry of Orders. SLPs may only enter orders electronically from off the Floor of the Exchange and may only enter such orders directly into Exchange systems and facilities designated for this purpose. SLMM quotes and orders may be for the account of the SLMM in either a proprietary capacity or a principal capacity on behalf of an affiliated or unaffiliated person. SLP-Prop orders must only be for the proprietary account of the SLP-Prop member organization.

(k) Non-Regulatory Penalties.

(1) If an SLP fails to meet the 10% quoting requirement, the following non-regulatory penalties may be imposed by the Exchange:

(A) If, in any given calendar month, an SLP meets the ADV requirement of more than the specified percentage of CADV in all NYSE-listed securities in all assigned SLP securities and an SLP maintains a quote at the NBB or NBO averaging at least 10% of the trading day in any assigned security, such SLP will receive a financial rebate for that calendar month for all executed transactions as described in Section (b) ("Financial Rebates for Executed Transactions") of this Rule.

(B) If, in any calendar month, an SLP maintains a quote at the NBB or the NBO averaging less than 10% of the regular trading day in an assigned security, the SLP will not receive a financial rebate for that month for executed transactions in that particular assigned security as described in Section (b) ("Financial Rebates for Executed Transactions") of this Rule; and

(C) If an SLP fails to meet the 10% quoting requirement for three (3) consecutive calendar months in any assigned security, the SLP will be at risk of losing its SLP status, and the SLP Liaison Committee may, in its discretion, take the following non-regulatory actions:

(i) revoke the assignment of the affected security(ies) from the SLP; and

(ii) each time the SLP Liaison Committee revokes the assignment of an affected security for non-compliance with the 10% quoting requirement, as described in Section (k)(1)(C)(i) above, the SLP Liaison Committee reserves the right to revoke the assignment of an additional unaffected security from an SLP when there is a failure to comply with such quoting requirements; or

(iii) disqualify a member organization's status as an SLP.

(2) Disqualification Determinations. The SLP Liaison Committee shall determine if and when a member organization is disqualified from its status as an SLP. One calendar month prior to any such determination, the SLP Liaison Committee will notify the SLP of such impending disqualification in writing. If the SLP fails to meet the 10% average quoting requirement (for a third consecutive month) in a particular security, the SLP may be disqualified from SLP status. When disqualification determinations are made, the SLP Liaison Committee will provide a disqualification notice to the member organization informing such member organization that it has been disqualified as an SLP.

(3) Re-application for SLP Status: In the event a member organization is disapproved pursuant to Section (e)(6) or disqualified from its status as an SLP pursuant to Section (k)(1)(C)(iii), such member organization may re-apply for SLP status in accordance with Section (e) ("Application Process") of this Rule. Such application process shall occur at last three (3) calendar months following the month in which such member organization received its disapproval or disqualification notice.

(l) Appeal of Non-Regulatory Penalties

(1) In the event a member organization disputes the SLP Liaison Committee's decision to impose any non-regulatory penalties described above in Section (j) (Non-Regulatory Penalties) of this Rule, such member organization ("appellant") may request, within five (5) business days of receiving notice of the decision to impose such non-regulatory penalties, the Supplemental Liquidity Provider Panel ("SLP Panel") to review all such decisions to determine if such decisions were correct.

(A) In the event a member organization is disqualified from its status as an SLP pursuant to Section (k)(1)(C)(iii) of this Rule, the SLP Liaison Committee shall not reassign the appellant's assigned securities to a different SLP until the SLP Panel has informed the appellant of its ruling.

(2) The SLP Panel shall consist of the NYSE's Chief Regulatory Officer ("CRO"), or a designee of the CRO, and two (2) officers of the Exchange designated by the Head of the U.S. Markets Division.

(3) The SLP Panel shall review the facts and render a decision within the time frame prescribed by the Exchange.

(4) The SLP Panel may overturn or modify an action taken by the SLP Liaison Committee under this Rule. All determinations by the SLP Panel shall constitute final action by the Exchange on the matter at issue.

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Adopted: October 29, 2008 (NYSE-2008-108).

Amended: October 1, 2009 (NYSE-2009-100); November 30, 2009 (NYSE-2009-119); April 5, 2010 (NYSE-2010-28); August 30, 2010 (NYSE-2010-60); September 1, 2010 (NYSE-2010-62); December 29, 2010 (NYSE-2010-86); June 28, 2011 (NYSE-2011-30); December 23, 2011 (NYSE-2011-66); June 7, 2012 (NYSE-2012-10); July 25, 2012 (NYSE-2012-27); August 30, 2012 (NYSE-2012-38); January 2, 2013 (NYSE-2012-76); June 21, 2013 (NYSE-2013-44); January 21, 2014 (NYSE-2014-03); July 16, 2014 (NYSE-2014-34).

Rule 107C. Retail Liquidity Program

(a) Definitions.

(1) Retail Liquidity Provider. A "Retail Liquidity Provider" or "RLP" is a member organization that is approved by the Exchange under this Rule to act as such and that is required to submit Retail Price Improvement in accordance with this Rule.

(2) Retail Member Organization. A "Retail Member Organization" or "RMO" is a member organization (or a division thereof) that has been approved by the Exchange under this Rule to submit Retail Orders.

(3) Retail Order. A "Retail Order" is an agency order or a riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates from a natural person and is submitted to the Exchange by a Retail Member Organization, provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology.

A Retail Order is an Immediate or Cancel Order and shall operate in accordance with Rule 107C(k). A Retail Order may be an odd lot, round lot, or PRL.

(4) Retail Price Improvement Order. A "Retail Price Improvement Order" or "RPI" consists of non-displayed interest in NYSE-listed securities that is priced better than the best protected bid ("PBB") or best protected offer ("PBO"), as such terms are defined in Regulation NMS Rule 600(b)(57), by at least $0.001 and that is identified as such. Exchange systems will monitor whether RPI buy or sell interest, adjusted by any offset and subject to the ceiling or floor price, is eligible to interact with incoming Retail Orders. An RPI remains non-displayed in its entirety (the buy or sell interest, the offset, and the ceiling or floor). For securities to which it is assigned, an RLP shall only enter an RPI in their RLP capacity. An RLP is permitted, but not required, to submit RPIs for securities to which it is not assigned, and will be treated as a non-RLP member organization for those particular securities. Additionally, member organizations other than RLPs are permitted, but not required, to submit RPIs. An RPI may be an odd lot, round lot, or PRL.

(b) Retail Member Organization Qualifications and Application.

(1) To qualify as a Retail Member Organization, a member organization must conduct a retail business or handle retail orders on behalf of another broker-dealer.

(2) To become a Retail Member Organization, a member organization must submit:

(A) an application form;

(B) supporting documentation, which may include sample marketing literature, Web site screenshots, other publicly disclosed materials describing the member organization's retail order flow, and any other documentation and information requested by the Exchange in order to confirm that the applicant's order flow would meet the requirements of the Retail Order definition; and

(C) an attestation, in a form prescribed by the Exchange, that substantially all orders submitted as Retail Orders will qualify as such under this Rule.

(3) After an applicant submits the application form, supporting documentation, and attestation, the Exchange shall notify the applicant of its decision in writing.

(4) A disapproved applicant may: (A) request an appeal of such disapproval by the Exchange as provided in paragraph (i) below; and/or (B) reapply for Retail Member Organization status 90 days after the disapproval notice is issued by the Exchange.

(5) A Retail Member Organization may voluntarily withdraw from such status at any time by giving written notice to the Exchange.

(6) A Retail Member Organization must have written policies and procedures reasonably designed to assure that it will only designate orders as Retail Orders if all requirements of a Retail Order are met. Such written policies and procedures must require the member organization to (i) exercise due diligence before entering a Retail Order to assure that entry as a Retail Order is in compliance with the requirements of this Rule, and (ii) monitor whether orders entered as Retail Orders meet the applicable requirements. If a Retail Member Organization represents Retail Orders from another broker-dealer customer, the Retail Member Organization's supervisory procedures must be reasonably designed to assure that the orders it receives from such broker-dealer customer that it designates as Retail Orders meet the definition of a Retail Order. The Retail Member Organization must (i) obtain an annual written representation, in a form acceptable to the Exchange, from each broker-dealer customer that sends it orders to be designated as Retail Orders that entry of such orders as Retail Orders will be in compliance with the requirements of this Rule; and (ii) monitor whether its broker-dealer customer's Retail Order flow meets the applicable requirements.

(c) RLP Qualifications. To qualify as an RLP, a member organization must:

(1) be approved to act as a Designated Market Maker or Supplemental Liquidity Provider;

(2) demonstrate an ability to meet the requirements of an RLP;

(3) have mnemonics or the ability to accommodate other Exchange-supplied designations that identify to the Exchange RLP trading activity in assigned RLP securities. A member organization may not use such mnemonic or designation for non-RLP trading activity at the Exchange. A member organization shall not receive credit for its RLP trading activity for which it does not use its mnemonic or designation; and

(4) have adequate trading infrastructure and technology to support electronic trading.

(d) RLP Application.

(1) To become an RLP, a member organization must submit an RLP application form with all supporting documentation to the Exchange.

(2) After an applicant submits an RLP application form with supporting documentation to the Exchange, the Exchange shall notify the applicant of its decision. The Exchange may approve one or more member organizations to act as an RLP for a particular security. The Exchange may also approve a particular member organization to act as RLP for one or more securities. Approved RLPs may be assigned securities according to requests made to, and approved by, the Exchange.

(3) If an applicant is approved by the Exchange to receive RLP status, such applicant must establish connectivity with relevant Exchange systems before such applicant is permitted to trade as an RLP on the Exchange.

(4) If an applicant is disapproved under this paragraph (d) by the Exchange, the Exchange shall provide written notice of its disapproval. The disapproved applicant may: (A) request an appeal of such disapproval by the Exchange as provided in paragraph (i) below; and/or (B) reapply for RLP status 90 days after the disapproval notice is issued by the Exchange.

(e) Voluntary Withdrawal of RLP Status. An RLP may withdraw from its status as an RLP by giving notice to the Exchange. Such withdrawal shall become effective when those securities assigned to the withdrawing RLP are reassigned to another RLP. After the Exchange receives the notice of withdrawal from the withdrawing RLP, the Exchange shall reassign such securities as soon as practicable, but no later than 30 days after the date said notice is received by the Exchange. In the event the reassignment of securities takes longer than the 30-day period, the withdrawing RLP shall have no obligations under this Rule 107C and shall not be held responsible for any matters concerning its previously assigned RLP securities upon termination of this 30-day period.

(f) RLP Requirements.

(1) An RLP may only enter a Retail Price Improvement Order electronically and directly into Exchange systems and facilities designated for this purpose and only in an RLP capacity for the securities to which it is assigned as RLP. An RLP entering RPIs in securities to which it is not assigned is not required to satisfy the requirements in this paragraph. An RLP must maintain:

(A) a Retail Price Improvement Order that is better than the PBB at least five percent of the trading day for each assigned security; and

(B) a Retail Price Improvement Order that is better than the PBO at least five percent of the trading day for each assigned security.

(2) An RLP's five-percent requirements are calculated by determining the average percentage of time an RLP maintains a Retail Price Improvement Order in each of its RLP securities during the regular trading day on a daily and monthly basis. The Exchange shall determine whether an RLP has met this requirement by calculating the following:

(A) the "Daily Bid Percentage" is calculated by determining the percentage of time an RLP maintains a Retail Price Improvement Order with respect to the PBB during each trading day for a calendar month;

(B) the "Daily Offer Percentage" is calculated by determining the percentage of time an RLP maintains a Retail Price Improvement Order with respect to the PBO during each trading day for a calendar month;

(C) the "Monthly Average Bid Percentage" is calculated for each RLP security by summing the security's "Daily Bid Percentages" for each trading day in a calendar month then dividing the resulting sum by the total number of trading days in such calendar month; and

(D) the "Monthly Average Offer Percentage" is calculated for each RLP security by summing the security's "Daily Offer Percentage" for each trading day in a calendar month and then dividing the resulting sum by the total number of trading days in such calendar month.

(E) Only Retail Price Improvement Orders entered throughout the trading day shall be used when calculating whether an RLP is in compliance with its five-percent requirements.

(3) The five-percent requirement shall not be applicable in the first two calendar months a member organization operates as an RLP. The requirement shall take effect on the first day of the third consecutive calendar month the member organization operates as an RLP.

(g) Failure of RLP to Meet Requirements.

(1) If, after the first two months an RLP acts as an RLP, an RLP fails to meet any of the requirements set forth in paragraph (f) of this Rule for any assigned RLP security for three consecutive months, the Exchange may, in its discretion, take one or more of the following actions:

(A) revoke the assignment of any or all of the affected securities from the RLP;

(B) revoke the assignment of unaffected securities from the RLP; or

(C) disqualify the member organization from its status as an RLP.

(2) Disqualification Determinations. The Exchange shall determine if and when a member organization is disqualified from its status as an RLP. One calendar month prior to any such determination, the Exchange shall notify an RLP of such impending disqualification in writing. When disqualification determinations are made, the Exchange shall provide a written disqualification notice to the member organization.

(3) Appeal and/or Reapplication for RLP Status. An RLP that is disqualified under this paragraph (g) may: (A) appeal such disqualification as provided in paragraph (i) below; and/or (B) reapply for RLP status 90 days after the disqualification notice is issued by the Exchange.

(h) Failure of RMO to Abide by Retail Order Requirements.

(1) If a Retail Member Organization designates orders submitted to the Exchange as Retail Orders and the Exchange determines, in its sole discretion, that such orders fail to meet any of the requirements set forth in paragraph (a) of this Rule, the Exchange may disqualify a member organization from its status as a Retail Member Organization.

(2) Disqualification Determinations. The Exchange shall determine if and when a member organization is disqualified from its status as a Retail Member Organization. When disqualification determinations are made, the Exchange shall provide a written disqualification notice to the member organization.

(3) Appeal and/or Reapplication for Retail Member Organization Status. A Retail Member Organization that is disqualified under this paragraph (h) may: (A) appeal such disqualification as provided in paragraph (i) below; and/or (B) reapply for Retail Member Organization status 90 days after the date of the disqualification notice from the Exchange.

(i) Appeal of Disapproval or Disqualification.

(1) If a member organization disputes the Exchange's decision to disapprove it under Rule 107C(b) or (d) or disqualify it under Rule 107C(g) or (h), the member organization ("appellant") may request, within five business days after notice of the decision is issued by the Exchange, that the Retail Liquidity Program Panel ("RLP Panel") review the decision to determine if it was correct.

(A) In the event a member organization is disqualified from its status as an RLP pursuant to paragraph (g) of this Rule, the Exchange shall not reassign the appellant's securities to a different RLP until the RLP Panel has informed the appellant of its ruling.

(2) The RLP Panel shall consist of the NYSE's Chief Regulatory Officer ("CRO"), or a designee of the CRO, and two officers of the Exchange designated by the Co-Head of U.S. Listings and Cash Execution.

(3) The RLP Panel shall review the facts and render a decision within the time frame prescribed by the Exchange.

(4) The RLP Panel may overturn or modify an action taken by the Exchange under this Rule. A determination by the RLP Panel shall constitute final action by the Exchange.

(j) Retail Liquidity Identifier. An identifier shall be disseminated through proprietary data feeds or as appropriate though the Consolidation Quotation System when RPI interest priced at least $0.001 better than the PBB or PBO for a particular security is available in Exchange systems ("Retail Liquidity Identifier"). The Retail Liquidity Identifier shall reflect the symbol for the particular security and the side (buy or sell) of the RPI interest, but shall not include the price or size of the RPI interest.

(k) Retail Order Designation. A Retail Member Organization can designate how a Retail Order will interact with available contra-side interest as follows:

(1) Type 1. A Type 1-designated Retail Order will interact only with available contra-side Retail Price Improvement Orders and MPL Orders but will not interact with other available contra-side interest in Exchange systems or route to other markets. The portion of a Type 1-designated Retail Order that does not execute against contra-side Retail Price Improvement Orders will be immediately and automatically cancelled.

(2) Type 2. A Type 2-designated Retail Order will interact first with available contra-side Retail Price Improvement Orders and MPL Orders and any remaining portion of the Retail Order will be executed as a Regulation NMS-compliant Immediate or Cancel Order pursuant to Rule 13.

(3) Type 3. A Type 3-designated Retail Order will interact first with available contra-side Retail Price Improvement Orders and MPL Orders and any remaining portion of the Retail Order will be executed as an NYSE Immediate or Cancel Order pursuant to Rule 13.

(l) Priority and Order Allocation.

Retail Price Improvement Orders in the same security shall be ranked and allocated according to price then time of entry into Exchange systems. When determining the price to execute a Retail Order, Exchange systems consider all eligible RPIs and MPL Orders. If the only interest is RPIs, then the executions shall occur at the price level that completes the incoming order's execution. If the only interest is MPL Orders, the Retail Order shall execute at the midpoint of the PBBO. If both RPIs and MPL Orders are present, Exchange systems will evaluate at what price level the incoming Retail Order may be executed in full ("clean-up price"). If the clean-up price is equal to the midpoint of the PBBO, RPIs will receive priority over MPL Orders, and the Retail Order will execute against both RPIs and MPL Orders at the midpoint. If the clean-up price is worse than the midpoint of the PBBO, the Retail Order will execute first with the MPL Orders at the midpoint of the PBBO and any remaining quantity of the Retail Order will execute with the RPIs at the clean-up price. If the clean-up price is better than the midpoint of the PBBO, then the Retail Order will execute against the RPIs at the clean-up price and will ignore the MPL Orders. Any remaining unexecuted RPI interest and MPL Orders will remain available to interact with other incoming Retail Orders. Any remaining unexecuted portion of the Retail Order will cancel or execute in accordance with Rule 107C(k).

Examples of priority and order allocation are as follows:

Example 1:

PBBO for security ABC is $10.00 - $10.05

RLP 1 enters a Retail Price Improvement Order to buy ABC at $10.01 for 500

RLP 2 then enters a Retail Price Improvement Order to buy ABC at $10.02 for 500

RLP 3 then enters a Retail Price Improvement Order to buy ABC at $10.03 for 500

An incoming Retail Order to sell ABC for 1,000 executes first against RLP 3's bid for 500, because it is the best priced bid, then against RLP 2's bid for 500, because it is the next best priced bid. RLP 1 is not filled because the entire size of the Retail Order to sell 1,000 is depleted. The Retail Order executes at the price that completes the order's execution. In this example, the entire 1,000 Retail Order to sell executes at $10.02 because it results in a complete fill.

However, assume the same facts above, except that RLP 2's Retail Price Improvement Order to buy ABC at $10.02 is for 100. The incoming Retail Order to sell 1,000 executes first against RLP 3's bid for 500, because it is the best priced bid, then against RLP 2's bid for 100, because it is the next best priced bid. RLP 1 then receives an execution for 400 of its bid for 500, at which point the entire size of the Retail Order to sell 1,000 is depleted. The Retail Order executes at the price that completes the order's execution, which is $10.01.

Example 2:

PBBO for security DEF is $10.00 - 10.01

RLP 1 enters a Retail Price Improvement Order to buy DEF at $10.006 for 500

RLP 2 enters a Retail Price Improvement Order to buy DEF at $10.005 for 500

MPL 1 enters an MPL Order to buy DEF at $10.01 for 1000

RLP 3 enters a Retail Price Improvement Order to buy DEF at $10.002 for 1000

An incoming Retail Order to sell DEF for 2,500 arrives. The clean-up price is $10.002. Because the midpoint of the PBBO is priced better than the clean-up price, the Retail Order executes with MPL 1 for 1000 shares at $10.005. The Retail Order then executes at $10.002 against RLP 1's bid for 500, because it is the best-priced bid, then against RLP 2's bid for 500 because it is the next best-priced bid and then RLP 3 receives an execution for 500 of its bid for 1000, at which point the entire size of the Retail Order to sell 2,500 is depleted.

Assume the same facts above. An incoming Retail Order to sell DEF for 1,000 arrives. The clean-up price is $10.005. Because the clean-up price is equal to the midpoint of the PBBO, RPIs will receive priority over MPL Orders. As a result, the Retail Order executes first against RLP 1's bid for 500, because it is the best-priced bid, then against RLP 2's bid for 500 because it is the next best-priced bid, at which point the entire size of the Retail Order to sell 1,000 is depleted.

(m) Rule Pilot Program. This rule shall operate for a pilot period set to expire on March 31, 2015. During the pilot period, the Program will be limited to trades occurring at prices equal to or greater than $1.00 per share.

Adopted: July 3, 2012 (NYSE-2011-55).

Amended: January 23, 2013 (NYSE-2013-04); March 11, 2013 (NYSE-2013-20); May 3, 2013 (NYSE-2013-08); Aug. 2, 2013 (NYSE-2013-48); January 16, 2014 (NYSE-2013-71); July 16, 2014 (NYSE-2014-35).

Rule 108. Limitation on Members' Bids and Offers

(a) On parity

No bid or offer made by a member or made on an order for stock originated by a member while on the Floor to establish or increase a position in such stock for an account in which such member has an interest shall be entitled to parity with a bid or offer made on an order originated off the Floor, except that such a bid or offer shall be entitled to parity with a bid or offer made on an order originated off the Floor and being executed pursuant to Section 11(a)(1)(G) of the Act and Rule 11a1-1(T) thereunder. The foregoing shall not apply to DMMs.

(b) Exceptions

The provisions of paragraph (a) shall not apply to bids or offers made:

(1) to offset a transaction made in error; or

(2) for bona fide arbitrage.

(See 90(c) "Dealings by Members in the Exchange" and Rule 112.10 for "Interpretations and Instructions".)

• • • Supplementary Material: ------------------

.10 Combining own bids or offers with orders.—When members combine bids or offers for own account with orders in their possession for the purpose of initiating or increasing a position and purchase or sell stock they must, if the amount bought or sold is in excess of their orders, ask other members in the Crowd at the time who made bids or offers at the price of the transaction, if they have public orders. If such be the case, the member who bought or sold the stock must turn over to the other members on their public orders the amount in excess of his orders before retaining the remainder for his own account. This does not apply when the member is covering a short position or liquidating a long position for his own account.

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Amended: May 20, 1976; February 1, 1979; December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 24, 2008 (NYSE-2008-46); July 27, 2010 (NYSE-2010-43).

Rule 109. Limitation on "Stopping" Stock

Rescinded June 2, 1983.

(See Rule 112.10 for "Interpretations and Instructions".)

Rule 111. Reports of Executions

Reports by Non-Competitive Traders.

Form 82-B-Report filed monthly. Any transactions initiated on the Floor by a member for any account in which he has an interest:

(1) for bona fide arbitrage; (2) when a Floor Official expressly invites a member or members to participate in a difficult market situation; or (3) when such transactions are effected in a security which is the subject of rights in which the member is registered as a DMM and they are made for the purpose of acquiring or liquidating a bona fide hedge position against the rights.

Form 82-B in duplicate is to be sent to the Market Surveillance Division, 11 Wall Street, 10th Floor, by the opening of business on the second business day following the end of the calendar month.

(c) See paragraph (c)(vi) of Rule 800 (Basket Trading: Applicability and Definitions) in respect of the impact of basket transactions on the calculation of stock positions.

(d) See paragraph (d)(iv) of Rule 900 (Off-Hours Trading: Applicability and Definitions) in respect of (a) the impact of transactions effected through the "Off-Hours Trading Facility" (as Rule 900 defines that term) on the calculation of stock positions and (b) the inapplicability of tick tests to such transactions.

Adopted: May 21, 1964.

Amended: July 16, 1964 effective August 3, 1964, ¶(b)(1) effective January 1, 1965; January 17, 1977 effective January 20, 1977; May 1, 1978; August 11, 1978; October 26, 1989; June 17, 1994; October 1, 2002 effective August 10, 2002 (NYSE-02-31); January 29, 2003 (NYSE-2003-02); February 1, 2008 (NYSE-2007-62); December 10, 2008 (NYSE-2008-127); July 21, 2009 (NYSE-2009-08).

Rule 112. Orders initiated "Off the Floor."

(a) All orders in stocks for the account of a member organization or any member, principal executive, approved person, officer, or employee of such organization or a discretionary account serviced by the member or member organization must be sent to the Floor through a clearing firm's order room or other facilities regularly used for transmission of public customers' orders to the Floor.

The restrictions of paragraph (a) above shall not apply to an order

(i) when a Floor Official expressly invites a member or members to participate in a difficult market situation;

(ii) to facilitate the purchase or sale of a block of stock because the market on the Floor could not readily absorb the block at a particular price or prices;

(iii) to sell stock for an account in which the member organization is directly or indirectly interested if, in facilitating the sale of a large block of stock, the member organization acquired its position on the Floor because the demand was not sufficient to absorb the block at a particular price or prices;

(iv) to effect bona fide arbitrage or to engage in the purchase and sale, or sale and purchase of securities of companies involved in publicly announced merger, acquisition, consolidation, tender, etc.; or

(v) to offset a transaction made in error.

(b) "On the Floor" or "On-Floor" means the trading Floor of the Exchange and the premises immediately adjacent thereto, such as the various entrances and lobbies of the 11 Wall Street, 18 New Street, 8 Broad Street, 12 Broad Street and 18 Broad Street Buildings, and also means the telephone facilities available in these locations.

(c) A member using a communication facility located on the Floor of the Exchange to enter an order for his own account will be deemed to be initiating an off-Floor order if such order is routed through a clearing firm's order room, where a time-stamped record of the order is maintained, before such order is re-transmitted to the Floor for execution. However, an off-Floor order for an account in which a member has an interest is to be treated as an on-Floor order if it is executed by the member who initiated it.

(d) Any order entered by a member organization for any account in which it, or any member, principal executive, approved person, officer, or employee of such organization is directly or indirectly interested, or for any discretionary account serviced by the member organization, following a conversation with a member or employee in that organization who is on the Floor, shall be deemed to be an off-Floor order, provided (i) that such order is transmitted to the Floor through an order room or other facility regularly used for the transmission of public orders to the Floor, where a time-stamped record of the order is maintained; or (ii) an exception from the order room transmission requirement is available under paragraph (a) of this Rule.

(e) No member or member organization shall execute, or cause to have executed, on the Exchange, any order for any account in which such member, member organization, or any member, principal executive, approved person, officer, or employee of such organization is directly or indirectly interested, or for any discretionary account serviced by the member or member organization, in contravention of any Exchange policy against the front-running of block transactions that the Exchange may from time to time adopt and make known to its members.

Adopted: May 21, 1964.

Amended: July 16, 1964 effective August 3, 1964; September 21, 1967 revised October 19, 1967 effective December 11, 1967; December 11, 1975 effective March 12, 1976; May 18, 1972; August 9, 1976; August 11, 1978; February 1, 1979; June 2, 1983; September 27, 1985; October 26, 1989; May 24, 1991; June 17, 1991; October 1, 2002 effective August 10, 2002 (NYSE-02-31); June 14, 2007 (NYSE-2007-51); April 2, 2012 (NYSE-2012-06).

Rule 112A. Reports by Off-Floor Traders (Form 82-P)

Rescinded Effective March 22, 2001 (00-37).

Adopted: June 19, 1969.

Amended: October 16, 1969 effective November 3, 1969; September 27, 1985.

Rescinded: March 22, 2001 (NYSE-00-37).

Rule 113. DMM Unit's Public Customers

(a) No DMM, or the DMM unit with which he or she is associated shall accept an order for the purchase or sale of any stock in which he or she is registered as a DMM directly (1) from the company issuing such stock; (2) from any officer, director or 10% stockholder of that company; (3) from any pension or profit-sharing fund; (4) from any institution, such as a bank, trust company, insurance company, or investment company.

(b) No order given to a DMM for the purchase or sale of a security in which he or she is registered as a DMM shall indicate in any way the account for which it is entered except for orders received by the DMM by means other than any Exchange automated order routing system for accounts in which any of the below-named persons or parties has a direct or indirect interest:

(i) The DMM himself or herself;

(ii) any member, allied member, officer, employee or person or party active in the business of such DMM;

(iii) any member, allied member, officer, employee or person or party active in the business of such DMM; and

(iv) the spouse and children of any of the above-named persons or parties who reside in the same household as such person or party.

(c) Every DMM shall report to the Exchange on a monthly basis, on such form and in such format as the Exchange may prescribe, a record of all purchases and sales effected in stocks in which he or she is registered for any customer account not prohibited under section (a) which:

(1) is carried by the DMM's unit; or

(2) is serviced by such DMM or the DMM's unit; or

(3) is introduced by such DMM or the DMM's unit to another member organization on a disclosed basis.

• • • Supplementary Material: ------------------

.20 "Popularizing" stocks in which a DMM is registered.— It is contrary to good business practice for a in which a DMM or his or her DMM unit or any other member, or allied member in such organization or any officer or employee thereof to "popularize", either orally or in writing, any security in which he or she is registered. An approved person or member organization associated with the DMM unit may popularize a security in which such DMM is registered, provided that it makes the following disclosures:

(i) It is associated with a DMM who makes a market in the security:

(ii) At any given time, the associated DMM may have an inventory position, either "long" or "short", in the security; and

(iii) As a result of the associated DMM's function as a market maker, such DMM may be on the opposite side of orders executed on the Floor of the Exchange in the security.

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Amended: September 16 and 17, 1964, effective January 4, 1965; May 18, 1972; August 9, 1976; November 3, 1986; April 19, 1991; May 24, 1991; June 17, 1994; August 19, 1994; August 7, 2008 (NYSE-2008-45); October 24, 2008 (NYSE-2008-46).

Rule 113 Former. DMMs' Public Customers

This Rule is applicable only to those DMM member organizations and associated approved persons that have been approved for an exemption under Rule 98 (Former) and have not been approved to operate as a DMM unit under Rule 98. This Rule is not available for new entrants to become a DMM unit at the Exchange.

(a) No DMM, the member organization with which he is associated, or subsidiary of such organization within the meaning of Rule 321, or any approved person of the same member organization as such DMM, shall accept an order for the purchase or sale of any stock in which he is registered as a DMM directly (1) from the company issuing such stock; (2) from any officer, director or 10% stockholder of that company; (3) from any pension or profit-sharing fund; (4) from any institution, such as a bank, trust company, insurance company, or investment company.

(b) No order given to a DMM for the purchase or sale of a security in which he is registered as a DMM shall indicate in any way the account for which it is entered except for orders received by the DMM by means other than any Exchange automated order routing system for accounts in which any of the below-named persons or parties has a direct or indirect interest:

(i) The DMM himself;

(ii) any member, allied member, officer, employee or person or party active in the business of such DMM;

(iii) the spouse and children of any of the above-named persons or parties who reside in the same household as such person or party; and

(iv) any approved person of the same member organization as such DMM.

(c) Every DMM shall report to the Exchange on a monthly basis, on such form and in such format as the Exchange may prescribe, a record of all purchases and sales effected in stocks in which he is registered for any customer account not prohibited under section (a) which:

(1) is carried by his member organization; or

(2) is serviced by him or his member organization; or

(3) is introduced by him or his member organization to another member organization on a disclosed basis.

• • • Supplementary Material: ------------------

.20 "Popularizing" specialty stocks.— It is contrary to good business practice for a DMM or his member organization or any other member, allied member or approved person (other than an approved person entitled to an exemption from this Rule pursuant to Rule 98) in such organization or any officer or employee thereof to "popularize", either orally or in writing, any security in which he is registered. An approved person entitled to the exemption from this Rule pursuant to Rule 98 may popularize a security in which an associated DMM is registered, provided that it makes the following disclosures:

(i) It is associated with a DMM who makes a market in the security:

(ii) At any given time, the associated DMM may have an inventory position, either "long" or "short", in the security; and

(iii) As a result of the associated DMM's function as a market maker, such DMM may be on the opposite side of orders executed on the Floor of the Exchange in the security.

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Amended: September 16 and 17, 1964, effective January 4, 1965; May 18, 1972; August 9, 1976; November 3, 1986; April 19, 1991; May 24, 1991; June 17, 1994; August 19, 1994; August 7, 2008 (NYSE-2008-45); October 24, 2008 (NYSE-2008-46).

Rule 114. Minimum Size of a Specialist Unit

Rescinded November 7, 1977.

Handling of Orders and Reports (Rules 115—127)

Rule 115. Reserved

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Amended: August 11, 1978; June 17, 1991; May 18, 1999; October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); October 24, 2008 (NYSE-2008-46); December 23, 2013 (NYSE-2013-21).

Rule 115A. Orders at Opening

(a) Queries to the Display Book® system prior to an opening.
DMMs, trading assistants and anyone acting on their behalf are prohibited from using the Display Book® system in a manner designed to discover inappropriately information about unelected stop orders when arranging the open or to otherwise attempt to obtain information regarding unelected stop orders.

(b) Arranging an opening or price. When arranging an opening or reopening price:

(1) Except as provided for in Rule 115A(b)(2), market interest is guaranteed to participate in the opening or reopening transaction and shall have precedence over (i) limit interest that is priced equal to the opening or reopening price of a security and (ii) DMM interest.

(A) For purposes of the opening or reopening transaction, market interest includes (i) market and MOO orders, (ii) tick-sensitive market and MOO orders to buy (sell) that are priced higher (lower) than the opening or reopening price, (iii) limit interest to buy (sell) that is priced higher (lower) than the opening or reopening price, and (iv) Floor broker interest entered manually by the DMM.

(B) For purposes of the opening or reopening transaction, limit interest includes (i) limited-priced interest, including e-Quotes, LOO orders, and G orders; and (ii) tick-sensitive market and MOO orders that are priced equal to the opening or reopening price of a security.

(C) Limit interest that is priced equal to the opening or reopening price of a security and DMM interest are not guaranteed to participate in the opening or reopening transaction.

(D) G orders that are priced equal to the opening or reopening price of a security yield to all other limit interest priced equal to the opening or reopening price of a security except DMM interest.

(2) If the aggregate quantity of MOO and market orders on at least one side of the market equals one round lot or more, the security shall open on a trade. If the aggregate quantity of MOO and market orders on each side of the market equals less than one round lot or is zero, the security may open on a quote. If a security opens on a quote, odd-lot market orders shall automatically execute in a trade immediately following the open on a quote and odd-lot MOOs shall immediately and automatically cancel. MOO and market orders subject to tick restrictions that either cannot participate at an opening or reopening price or are priced equal to the opening or reopening price shall not be included in the aggregate quantity of MOO and market orders.

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Adopted: September 8, 1990.

Amended: Effective May 21, 1965; April 30, 1976; November 23, 1977; August 11, 1978; August 11, 1978; April 5, 1990; effective August 6, 1990; February 4, 2004 (NYSE-2002-32); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); October 24, 2008 (NYSE-2008-46); March 17, 2009 (NYSE-2009-29); July 27, 2010 (NYSE-2010-43); August 17, 2012 (NYSE-2012-19).

Rule 116. "Stop" Constitutes Guarantee

An agreement by a member to "stop" securities at a specified price shall constitute a guarantee of the purchase or sale by him of the securities at that price or its equivalent.

If an order is executed at a less favorable price than that agreed upon, the member who agreed to stop the securities shall be liable for an adjustment of the difference between the two prices.

• • • Supplementary Material: ------------------

.10 Reporting "stops".—Members and member organizations should report to their customers that securities have been "stopped" with another member only if the "stop" is unconditional and the other member had definitely agreed thereto.

.20 "Stopping" stock.—The privilege of stopping stock, other than rights, shall not be granted or accepted by a Floor broker, except that, in a minimum variation market, a Floor broker who holds simultaneously an order to buy at the market and an order to sell the same stock at the market may stop such purchase and selling orders against each other and pair them off at prices and in amounts corresponding to those of the subsequent sales in the stock as they occur in the market. This exception will also apply when two Floor brokers, one holding an order to buy at the market and the other holding an order to sell the same stock at the market, arrive in the Crowd at the same time.

For the purpose of the exceptions provided herein, a limited order to buy which is possible of execution at the prevailing offer price or a limited order to sell which is possible of execution at the prevailing bid price may be regarded as a market order.

.30 Restrictions on "stopping" stock by DMMs.—No DMM may stop stock against the book or for his or her own account.

.40 "Stopping" stock on market-at-the-close orders. Notwithstanding any provisions of this Rule or of any other Exchange Rule to the contrary, a member shall execute market-at-the-close and marketable limit-at-the-close orders in a stock as provided below, where the member is holding simultaneously both buy and sell market-at-the-close and/or marketable limit-at-the-close orders.

(A) All Stop Orders that would be elected based on the closing price will be automatically and systemically converted to market orders and included in the total number of market-at-the-close orders to be executed at the close in accordance with the provisions provided below.

(B) Where there is an imbalance between the buy and sell market-at-the-close orders, the member shall, at the close of trading on the Exchange in that stock on that day, execute the imbalance against the prevailing bid or offer on the Exchange, as appropriate.

(C) Where the aggregate size of the buy market-at-the-close orders equals the aggregate size of the sell market-at-the-close orders, the buy orders and sell orders shall be paired-off at the price of the last sale of the Exchange just prior to the close of trading in that stock on that day. The transaction shall be reported to the consolidated last sale reporting system as a single transaction. See Rule 123C for discussion of procedures applicable to market-at-the-close and limit-at-the close orders.

.50 Queries to the Display Book ® system prior to the close.—DMMs, trading assistants and anyone acting on their behalf are prohibited from using the Display Book® system in a manner designed to discover inappropriately information about unelected stop orders when arranging the close or to otherwise attempt to obtain information regarding unelected stop orders.

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Amended: April 3, 1991; November 27, 1991; July 21, 1995; February 4, 2004 (NYSE-2002-32); October 5, 2006 (NYSE-2006-82); November 13, 2006 (NYSE-2006-91); November 27, 2006 (NYSE-2006-65); February 23, 2007 (NYSE-2006-04); October 24, 2008 (NYSE-2008-46); January 22, 2009 (NYSE-2008-119); February 3, 2009 (NYSE-2009-10); September 1, 2009 (NYSE-2009-85); December 23, 2009 (NYSE-2009-126); February 22, 2010 (NYSE-2010-08); February 11, 2011 (NYSE-2011-03); February 7, 2103 (NYSE-2013-12).

Rule 117. Orders of Members To Be in Writing

No member on the Floor shall make any bid, offer or transaction for or on behalf of another member except pursuant to a written or electronically recorded order. If a member to whom an order has been entrusted leaves the Crowd without actually transferring the order to another member, the order shall not be represented in the market during his or her absence, except with respect to any portion of his or her agency interest file that was not cancelled before the member left the Crowd, notwithstanding that such failure to cancel an agency interest file is a violation of Exchange rules.

• • • Supplementary Material: ------------------

.10 Absence from Crowd.—When a member keeps an order in his or her possession and leaves the Crowd in which dealings in the security are conducted, the member is not entitled during his or her absence to have any bid, offer or transaction made in such security on his or her behalf or to have dealings in the security held up until he or she is summoned to the Crowd, except that the member shall be held to any executions involving his or her agency interest files. To insure representation of an order in the market during his or her absence, a member must therefore actually turn the order over to another member who will undertake to remain in the Crowd. If a member keeps the order in his or her possession and during his or her absence from the Crowd the security sells at or through the limit of his or her order, the member will be deemed to have missed the market.

.20 Re-opening contracts.—Transactions in securities made by a member when he has no order for the purchase or sale thereof must be consummated for the account of the member or his member organization and may not later be assumed by another account.

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Amendment: December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05).

Rule 118. Orders To Be Reduced and Increased on Ex-Date

When a security is quoted ex-dividend, ex-distribution, ex-rights or ex-interest, the following kinds of orders shall be reduced by the value of the payment or rights, and increased in shares in the case of stock dividends and stock distributions which result in round-lots, on the day the security sells ex:

(1) Open buying orders;

(2) open stop orders to sell.

The following shall not be reduced:

(1) Open stop orders to buy;

(2) open selling orders.

(See 124.40 for the reduction of odd-lot orders)

• • • Supplementary Material: ------------------

.10 Reduction of orders—Odd amounts.—When the amount of a cash dividend is not equivalent to or is not a multiple of the fraction of a dollar in which bids and offers are made in the particular stock, orders shall be reduced by the next higher variation.

.20 Reduction of orders—Optional amounts.—When a dividend is payable at the option of the stockholder either in cash or securities, the stock will be ex-dividend the value of the cash or securities, whichever is greater.

.21 Reduction of orders—Proportional procedure.—Open buy orders and open stop orders to sell shall be reduced by the proportional value of a stock dividend or stock distribution on the day a security sells ex-dividend or ex-distribution. The new price of the order is determined by dividing the price of the original order by 100% plus the percentage value of the stock dividend or stock distribution. For example, in a stock dividend of 3%, the price of an order would be divided by 103%.

The chart below lists, for the more frequent stock distributions, the percentages by which the prices of open buy orders and open stop orders to sell shall be divided to determine the new order prices.


Distribution

Price of Order
Divided by

Distribution

Price of Order
Divided by

5-for-4

125%

2-for-1

200%

4-for-3

133 1/3%

5-for-2

250%

3-for-2

150%

3-for-1

300%

5-for-3

166 2/3%

4-for-1

400%


If as a result of this calculation, the price is not equivalent to or is not a multiple of the fraction of a dollar in which bids and offers are made in the particular security, the price should be rounded to the next lower variation.

In reverse splits, all orders (including open sell orders and open stop orders to buy) should be cancelled.

.22 Procedure for increase in number of shares.—When there is a stock dividend or stock distribution, open buy orders and open stop orders to sell shall be increased in shares as follows:

(a) When there is a stock dividend or stock distribution which results in one or more full shares for each share held, the number of shares in open buy orders and open stop orders to sell shall be increased accordingly.

EXAMPLES:

A 3-for-1 stock distribution.

An order for 100 shares is increased to 300 shares.

An order for 200 shares is increased to 600 shares.

An order for 500 shares is increased to 1500 shares.

(b) When there is a stock dividend or stock distribution of less than a one-for-one basis and thus results in fractional shares, open buy orders and open stop orders to sell shall be increased to the lowest full round-lot.

EXAMPLES:

A 25% stock dividend or a 5-for-4 stock distribution.

An order for 100 shares remains at 100 shares.

An order for 300 shares remains at 300 shares.

An order for 900 shares is increased to 1100 shares.

An order for 2000 shares is increased to 2500 shares.

(c) When there is a stock dividend or stock distribution which results in fractional shares combined with full shares, the number of shares in open buy orders and open stop orders to sell shall be increased to the lowest full round-lot.

EXAMPLES:

A 5-for-2 stock distribution.

An order for 100 shares is increased to 200 shares.

An order for 200 shares is increased to 500 shares.

An order for 700 shares is increased to 1700 shares.

An order for 1200 shares is increased to 3000 shares.

.30 Responsibility for reducing price and increasing shares in orders.— Open orders entered into Exchange systems prior to the day a stock sells ex-dividend, ex-distribution or ex-rights shall be reduced in price and, if paragraph .22 above is applicable, increased in shares by Exchange systems by the value of the dividend, distribution or rights, unless he is otherwise instructed by the members or member organizations from whom the orders were received. In this regard, a member or member organization may enter a Do Not Reduce or "DNR" order if he or it does not want the price of an order reduced for cash dividends, or a Do Not Increase or "DNI" order if he or it does not want an order increased in shares for stock dividends or stock distributions.

(see Rule 13, Definitions of Orders)

The following is the procedure with respect to orders in stocks selling "ex" on the first business day following the periodic confirmation of G.T.C. orders:

(1) Exchange systems shall be responsible for reducing the price and, if paragraph .22 above is applicable, increasing the shares in orders which are properly confirmed or renewed on the designated confirmation day prescribed by the Exchange.

(2) The members or member organizations entering orders to Exchange systems shall be responsible for the reduction of orders that are received by Exchange systems on the first business day following the designated confirmation day prescribed by the Exchange.

.40 See paragraph (d)(vi) of Rule 900 (Off-Hours Trading: Applicability and Definitions) in respect of the impact of dividends, distributions, rights and interest on Off-Hours Trading.

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Amended: Effective May 21, 1965; July 1, 1971; April 20, 1972; December 12, 1974, effective February 3, 1975; April 1, 1976; May 24, 1991; June 18, 1997; August 1, 1997; October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); October 24, 2008 (NYSE-2008-46).

Rule 119. Change in Basis from "And Interest" to "Flat"

When a change in the basis of trading in bonds from "and interest" to "flat" becomes effective as determined by the Exchange, the order will be cancelled, and the NYSE BondsSM User who entered the order will be immediately notified of such cancellation.

The User of NYSE Bonds SM who gave the order to sell shall be immediately notified that the order to sell at a price "and interest" is no longer valid and has been cancelled.

Amended: March 20, 2007 (NYSE-2006-37).

Rule 120. Discretion to Employees—Forbidden

Removed and Rescinded effective June 17, 1991.

Rule 121. Records of DMM Units

Every DMM unit shall keep a legible record of all orders placed with him or her in the securities in which the DMM unit is registered and of all executions, modifications and cancellations of such orders, and shall preserve such record and all memoranda relating thereto for a period of at least three years. All such records of orders and modifications or cancellations of such orders shall include the name and amount of the security, the terms of the order, modification or cancellation, and the time when such order, modification or cancellation was received. The DMM unit shall retain for a period of at least three years any report received from the Exchange relating to the migration to or from, or the execution through, the "Off-Hours Trading Facility" (as Rule 900 (Off-Hours Trading: Applicability and Definitions) defines that term) of any order placed with the DMM unit.

• • • Supplementary Material: ------------------

.10 Entry of orders.—All orders given to DMMs or to other members must be entered and treated according to the name appearing on the slip, even though such name may be that of a member who is known to be affiliated with a member organization. Similarly, all reports confirmations, inquiries, give-ups, calls for members to confirm trades, etc. must be made in the name appearing on the slip. However, if a member requests a DMM to give up a clearing name instead of the one on the order slip, the DMM is not prohibited from doing so.

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Amended: November 21, 1968; May 18, 1972; November 23, 1977; September 26, 1989; May 24, 1991; August 31, 1993; October 24, 2008 (NYSE-2008-46).

Rule 122. Orders with More than One Broker

Except as provided herein, no member, member organization or any allied member therein, or subsidiary of such organization within the meaning of Rule 321, shall maintain with more than one broker, for execution on the Exchange, market orders or orders at the same price for the purchase or sale of the same security with knowledge that such orders are for the account of the same principal. However, a Floor broker may transmit manually or from a hand-held terminal to the Display Book® system, a portion of an order, while retaining the balance of the order. In any instance where a Floor broker has so transmitted a portion of an order for execution and retained the balance of such order, the Floor broker may not make a bid (offer) on behalf of the retained balance of the order in the auction market or via the Floor broker agency interest file, or execute any part of the retained order as part of an auction market transaction or automatic execution, at a price at which the portion of the order transmitted to the Display Book® system may also be represented in a bid (offer) or executed until the portion of the order transmitted to the Display Book® system has been executed or cancelled.

Amended: May 18, 1972; August 31, 1993; August 31, 1994; June 28, 2004 (SR-NYSE-2004-11); December 14, 2005 (SR-NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 26, 2006 (NYSE-2006-94); February 5, 2007 (NYSE-2007-11); October 24, 2008 (NYSE-2008-46); July 3, 2012 (NYSE-2012-20).

Rule 123. Record of Orders

(a) Given Out

Every member shall preserve for at least three years a record of every order originated by him on the Floor and given to another member for execution and of every commitment or obligation to trade issued from the Floor through ITS or any other Application of the System, and of every order originating off the Floor, transmitted by any person other than a member or member organization, to such member on the Floor, which record shall include the name and amount of the security, the terms of the order and the time when such order was so given or transmitted; provided, however, that the Exchange may, upon application, grant exemptions from the provisions of this Rule.

(b) Receipt of Orders

Every member shall preserve for at least three years a record of every order received by that member on the Floor from off the Floor. Such record shall include the name and amount of the security, the terms of the order and the time when such order was received. The provisions of this paragraph shall not apply to orders in NYSE listed securities initiated and/or routed from a member organization's booth premise operating pursuant to Exchange Rule 70.40 for execution on another market center. Orders initiated and/or routed from a member organization's booth premise operating pursuant to Exchange Rule 70.40 for execution on another market center must comply with the provisions of the 7400 Series.

(c) Cancelled or Executed

Whenever a cancellation is entered with respect to such an order or commitment or obligation to trade, or a report of the execution of such an order or commitment or obligation to trade, is received, there shall be preserved for at least three years, in addition to the record required by the foregoing paragraph, a record of the cancellation of the order or of the receipt of such report, which shall include the time of the entry of such cancellation or of the receipt of such report.

(d) By Accounts

Before any such order is executed, including the case where an order is to be executed by the issuance from the Floor of a commitment or obligation to trade through ITS or any other Application of the System, there shall be placed upon the order slip or other record the name or designation of the account for which such order is to be executed. No change in such account name or designation shall be made unless the change has been authorized by any member, allied member or officer in the member organization or authorized representative thereof who shall, prior to giving his approval of such change, be personally informed of the essential facts relative thereto and shall indicate his approval of such change in writing on the order.

(e) System Entry Required

(i) Except as provided in paragraphs .21 and .22 below, immediately following the receipt of an order in an NYSE listed security on the Floor, members and member organizations must record the details of the order in an electronic system on the Floor. Any member organization proprietary system used to record the details of the order and agency interest file must be capable of transmitting these details to a designated Exchange data base within such time frame as the Exchange may prescribe. No Floor member or member organization shall represent, execute or place an agency interest file within the Display Book system or routed to a Floor broker for execution at the post unless the details of the order have been entered into an electronic system on the Floor.

(ii) Member organizations operating an approved booth premises pursuant to Exchange Rule 70.40 are only subject to the provisions of subparagraph (i) above when the order received or any part thereof in a member organization's approved booth premise is to be represented, executed or placed in an agency interest file within the Display Book System or routed to a Floor broker for execution at the post.

(iii) The details of each order required to be recorded by paragraphs (i) and (ii) above shall include the following data elements, any changes in the terms of the order and cancellations, in such form as the Exchange may from time to time prescribe:

1. Symbol;

2. Clearing member organization;

3. Order identifier that uniquely identifies order

4. Identification of member or member organization recording order details;

5. Number of shares or quantity of security;

6. Side of market;

7. Designation as market, auction market, limit, stop, or auction limit order;

8. Any limit price, stop price, discretionary price range, discretionary volume range, discretionary quote price, pegging ceiling price, pegging floor price and/or whether discretionary instructions are active in connection with interest displayed by other market centers;

9. Time in force;

10. Designation as held or not held;

11. Any special conditions;

12. System-generated time of recording order details, modification of terms of order or cancellation of order; and

13. Such other information as the Exchange may from time to time require.

(iv) The Floor member must identify which orders or portions thereof are being made part of the Floor broker agency interest file and, with respect to such orders or portions thereof, what discretionary and/or pegging instructions, if any, have been assigned pursuant to such procedures as required by the Exchange.

(f) Reports of Order Executions

Order execution reports must be entered into the same database as required by this rule for the entry of orders. Any member organization proprietary system used to record the details of an order pursuant to paragraph (e) must also be capable of transmitting a report of the order's execution to such database. Order execution reports must be entered into such system within such time frame as the Exchange may prescribe. The details of each execution report required to be recorded shall include the following data elements, and any modifications to the report, in such form as the Exchange may from time to time prescribe:

1. Order identifier that uniquely identifies the order as required by paragraph (e);

2. Symbol;

3. Number of shares or quantity of security;

4. Transaction price;

5. Time the trade was executed;

6. Executing broker badge number, or alpha symbol as may be used from time to time, in regard to its side of the contract;

7. Executing broker badge number, or alpha symbol as may be used from time to time, of the contra side to the contract;

8. Clearing firm number, or alpha symbol as may be used from time to time, in regard to its side of the contract;

9. Clearing firm number, or alpha symbol as may be used from time to time, in regard to the contra side of the contract;

10. Whether the account for which the order was executed was that of a member or member organization or of a non-member or non-member organization;

11. Identification of member or member organization which recorded order details as required by paragraph (e);

12. Date the order was entered into an Exchange system;

13. Indication as to whether this is a modification to a previously submitted report;

14. Settlement Instructions (e.g., cash, next day, or seller's option as defined in Rule 14);

15. Special Trade Indication, if applicable;

16. Online Comparison System (OCS) Control Number;

17. Such other information as the Exchange may from time to time require.

Reserved

• • • Supplementary Material: ------------------

.10 Orders originated on or transmitted to the Floor.—When giving out orders originating on the Floor, or transmitted by any person other than a member or member organization to members on the Floor, or when changing or cancelling orders previously given, members are required to do so electronically, or in writing. This requirement, as well the requirement as provided in Rule 123, above, relating to the keeping of records, may be met by preparing and retaining a duplicate of each such order given out and of any subsequent changes.

.20 Orders.—For purposes of paragraph (e), an order shall be any written, oral or electronic instruction to effect a transaction.

.21 Orders not subject to paragraph (e) recording requirements.—Any order executed by a DMM for his or her own account and any orders which by their terms are incompatible for entry in an Exchange system relied on by a Floor member to record the details of the order in compliance with this Rule shall be exempt from the order entry requirements of paragraph (e) above.

.22 With respect to a bona fide arbitrage order, a member may execute such order before entering the order into an electronic system as required by paragraph (e) above, but such member must enter such order into such electronic system no later than 60 seconds after the execution of such order. With respect to an order to offset a transaction made in error, a member may, upon discovering such error within the same trading session, effect an offsetting transaction without first entering such order into an electronic system, but such member must enter such order into such electronic system no later than 60 seconds after the execution of such order.

.23 Time standards.—Any vendor or proprietary system used by a member or member organization on the Floor to record the details of an order or report for purposes of this rule must be synchronized with reference to a time source as designated by the Exchange.

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Amended: May 18, 1972; November 23, 1977; August 11, 1978; September 26, 1989; December 7, 2000, effective September 10, 2001 (NYSE-98-25); October 16, 2001, effective October 8, 2001 (NYSE-01-39); January 7, 2002, effective December 20, 2001 (NYSE-01-52); April 11, 2003 (NYSE-03-09); April 17, 2003, effective October 17, 2003 (NYSE-99-51); September 9, 2004 (NYSE-2004-06); December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-36); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); December 1, 2006 (NYSE-2006-76); June 14, 2007 (NYSE-2007-51); October 24, 2008 (NYSE-2008-46); December 10, 2008 (NYSE-2008-127); February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59); July 21, 2009 (NYSE-2009-08); October 7, 2011 (NYSE-2011-49).

Rule 123A. Miscellaneous Requirements

• • • Supplementary Material: ------------------

.10 Reserved

.20 Changes in Day Orders

Members will facilitate business on the Floor by sending their orders as early as possible before the opening, and by requesting their customers and correspondents to file G.T.C. orders wherever possible, rather than to repeat the same order each morning.

In the event of a change in a day order to an open order, such open order is considered to be a new order and must be added to the book after other orders previously received at the same price.

.23 Use of order and report forms.—Members and member organizations who rent telephone spaces on the Floor may use at such spaces order forms, etc., bearing only their own name. In the case of a member organization, the name of the Exchange member may be used, if desired, provided the prior approval of the Exchange has first been obtained.

A member or member organization who rents no space may use forms bearing their own name in the telephone spaces of other members or member organizations with the permission of the Exchange, but if no such permission has been obtained such slips may be used only for orders originated on the Floor.

A member who acts as a DMM and uses the report pad of another member or member organization, must have his own name placed on said pad in addition to the name of such other member or member organization.

The foregoing does not apply to members who assist other members temporarily or in an emergency, but only to those members who regularly use the pad of another member or member organization.

Members and member organizations are required to use standardized stationery in such format as the Exchange may from time to time prescribe.

.24 (Intentionally left blank)

DMMs' Responsibility for Orders and Reports

.31 through .39 Reserved

Broker's Obligation In the Handling of Certain Orders

.41 Market orders.— A broker handling a market order is to use due diligence to execute the order at the best price or prices available to him under the published market procedures of the Exchange.

.42 Limited orders.— A broker handling a limited price order is to use due diligence to execute the order at the limit price, or at a better price, if available to him under the published market procedures of the Exchange.

.43 At the close orders.—A broker handling an "at the close" order is to use due diligence to execute the order in its entirety at the closing price, on the Exchange, of the stock named in the order, and if the order cannot be so executed, it is to be cancelled. (See also Rules 13 and 116.40.)

.44 Not held orders.—A broker who has been given a not held order is to use brokerage judgment in the execution of the order, and if he exercises such judgment, is relieved of all responsibility with respect to the time of execution and the price or prices of execution of such an order.

A DMM may not accept a "not held" order.

.45 Members' off-floor orders.—Two persons consisting of Executive Floor Governors, or in the absence of any of them, two Floor Governors, Senior Floor Officials, or Executive Floor Officials in the order of seniority, have the authority to limit or ban the execution of off-Floor orders for accounts in which members or member organizations have an interest.

(See also Rule 410(b).)

.46 Representation by Member of Multiple Orders

A member who has accepted for execution orders on the same side of the market from more than one customer may not proceed to execute any such order until the member discloses to all such customers that he or she is representing multiple orders on the same side of the market if the orders, as they are being executed, may not receive an execution in time priority of receipt, or an equal or strictly proportional split, based on the size of the orders, if that is the case, unless the terms of the order would provide for a different split.

.65 Stabilizing orders.—Attention is directed to the provisions of Regulations §-240.10b-6, 7, 8 of the Securities and Exchange Commission in the event a member is given an order for execution on the Exchange and he knows that the order is for the purpose of pegging, fixing or stabilizing the price of a security to facilitate an offering.

.75 Order Identification.—All members and member organizations shall comply with such requirements concerning the format for noting the identification and cancellation of orders, and such requirements and formats concerning special notations to be placed on orders, as the Exchange may from time to time prescribe.

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Adopted: June 19, 1969; May 18, 1977; September 27, 1994.

Amended: Effective May 21, 1965; July 21, 1966; November 17, 1966; October 19, 1967, effective January 1, 1968; October 16, 1969, effective November 3, 1969; December 11, 1975, effective March 12, 1976; August 26, 1976; July 13, 1978; April 17, 1980; September 27, 1985; August 31, 1987, November 27, 1991; June 17, 1991; May 31, 1994; March 17, 1995, effective June 7, 1995; March 1, 1999; February 10, 2000; August 30, 2000, effective August 28, 2000 (NYSE-00-22 Amendment #1); August 9, 2001, effective August 17, 2001 (NYSE-2001-16); July 29, 2002 (NYSE-2002-12); April 2, 2003 (NYSE-2002-55); March 1, 2004 (NYSE-2004-02); December 14, 2005 (SR-NYSE-2005-87); February 24, 2006 (NYSE-2006-09); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); December 19, 2006 (NYSE-2006-114); March 20, 2007 (NYSE-2006-37); February 1, 2008 (NYSE-2007-62); May 21, 2008 (NYSE-2008-32); October 24, 2008 (NYSE-2008-46); November 17, 2008 (NYSE-2008-115); January 22, 2009 (NYSE-2008-119); February 18, 2009 (NYSE-2009-13).

Rule 123B. Exchange Automated Order Routing System

(a) The Exchange's SuperDot System (hereafter referred to as "the System") provides automated order routing and reporting services to facilitate the timely and efficient transmission, execution, and reporting of market and limit orders on the Exchange. Members and member organizations may transmit orders by means of the System of such size as the Exchange may specify from time to time. However, special features of these systems, as described in paragraph (b) below, may be available only to orders of a particular smaller size, as the Exchange may specify from time to time.

The Exchange will from time to time designate the size and types of orders eligible for transmission by means of the System, the securities as to which such orders may be transmitted, and the operational characteristics of the System, and may modify or amend such designations or characteristics from time to time.

(b) Special Features. The following special features shall be available to orders of such size as the Exchange may specify from time to time:

(1) Intentionally omitted

(2)

(A) Rule 411 provides that the price at which an order is executed shall be binding notwithstanding the fact that an erroneous report in respect thereto may have been rendered. When a purchase or sale has been reported in error, and a transaction has appeared on the tape at the price of the erroneous report and in a quantity equal to or exceeding the amount reported, the member who made the error must render a corrected report not later than noon on the business day following the day of the transaction. If not so corrected, the member who made the error will be responsible for any resulting loss.

(3) Booth Support System.—An entering member organization may determine to route orders of specified sizes eligible for transmission through the System to the specialist's post, or to its booth or to the booth of another member. Parameters for market orders are based on the size of the order. Parameters for limit orders are based on the size of the order and whether the order is marketable based on the limit price on the order in relation to the last sale on the Exchange in the subject security.

(c) System trades shall be reported and compared utilizing such universal contra designations as the Exchange may from time to time determine.

(e) The Exchange shall not be liable for any loss sustained by a member or member organization resulting from the use of the System. Generally, a loss pertaining to an order that is entered through the System and which does not appear on the System's Merged Order and Report Log will be absorbed by the entering member organization. A loss pertaining to an order that is entered through the System, and which does appear on the System's Merged Order and Report Log will generally subject to the provisions of the Exchange Rule 18.

• • • Supplementary Material: ------------------

.10 Intentionally omitted

.20 For purposes of this Rule, in all instances where an order received by Exchange systems is canceled and replaced with another order, the replacement will be deemed to be a new order.

.30 Sponsored Access to the Exchange

(a) Applicability and Definitions

(i) Applicability. The provisions of this rule do not apply to: NYSE Bonds SM (NYSE Rule 86).

(ii) Definitions.

(A) "Sponsoring Member Organization" means a NYSE Member or Member Organization as defined in NYSE Rule 2 that enters into a written "sponsorship agreement" with a "Sponsored Participant"(as that term is defined in this rule) to provide the Sponsored Participant with authorized access to the Exchange.

(B) "Sponsored Participant" means a person as defined in NYSE Rule 2(e) who has entered into a sponsorship arrangement with a Sponsoring Member Organization to obtain authorized access to the Exchange pursuant to this rule.

(b) Subject to the requirements for sponsored access set forth in this Rule, a Person with authorized access may submit orders for execution to the New York Stock Exchange LLC (the "Exchange"). To obtain authorized access to the Exchange, such Person must enter into a sponsorship agreement.

(c) Sponsored Participants. A Sponsored Participant may obtain authorized access to the Exchange only if such access is authorized in advance by one or more Sponsoring Member Organization as follows:

(1) Sponsored Participants must enter into and maintain customer agreements with one or more Sponsoring Member Organization establishing proper relationship(s) and account(s) through which the Sponsored Participant may trade on the Exchange. Such customer agreement(s) must incorporate the provisions set forth in paragraph (2) below.

(2) A Sponsoring Member Organization must agree in writing to the sponsorship provisions set forth below in order for the Sponsored Participant to obtain and maintain authorized access to the Exchange:

(A) The Sponsored Participant and its Sponsoring Member Organization must have entered into and maintained an agreement with New York Stock Exchange LLC. The Sponsoring Member Organization must designate the Sponsored Participant by name in such agreement.

(B) The Sponsoring Member Organization acknowledges and agrees that:

(i) All orders entered by the Sponsored Participants and any person acting on behalf of or in the name of such Sponsored Participant and any executions occurring as a result of such orders are binding in all respects on the Sponsoring Member Organization; and

(ii) The Sponsoring Member Organization is responsible for any and all actions taken by such Sponsored Participant and any person acting on behalf of or in the name of such Sponsored Participant.

(C) The Sponsoring Member Organization shall at all times comply with the rules and procedures of the Exchange and the Sponsored Participant shall comply with the rules and procedures of the Exchange as if the Sponsored Participant were a Sponsoring Member Organization.

(D) The Sponsored Participant shall maintain, keep current, and provide to the Sponsoring Member Organization, upon request, a list of Authorized Traders (as described in section (d) below) who may obtain access to the Exchange on behalf of the Sponsored Participant.

(E) The Sponsored Participant shall familiarize its Authorized Traders with all of the Sponsored Participant's obligations under this Rule and will assure that they receive appropriate training prior to any use or access to the Exchange.

(F) The Sponsored Participant may not permit anyone other than Authorized Traders to use or obtain access to the Exchange.

(G) The Sponsored Participant shall take reasonable security precautions to prevent unauthorized use or access to the Exchange, including unauthorized entry of information into the Exchange, or the information and data made available therein. The Sponsored Participant understands and agrees that the Sponsored Participant is responsible for any and all orders, trades, and other messages and instructions entered, transmitted or received under identifiers, passwords, and security codes of Authorized Traders, and for the trading and other consequences thereof.

(H) The Sponsored Participant acknowledges its responsibility to establish adequate procedures and controls that permit it to effectively monitor its employees, agents, and customers' use and access to the Exchange for compliance with the terms of this agreement.

(I) The Sponsored Participant shall pay when due all amounts, if any, payable to the Sponsoring Member Organization, the Exchange, or any other third parties that arise from the Sponsored Participants access to and use of the Exchange. Such amounts include, but are not limited to applicable exchange and regulatory fees.

(3) Prior to providing the Sponsored Participant with authorized access to the Exchange, the Sponsoring Member Organization must provide the Exchange with a notice of consent acknowledging its responsibility for the orders, executions, and actions of its Sponsored Participant at issue.

(d) Authorized Trader. For the purpose of this rule, an Authorized Trader shall mean a person who may submit orders to the Exchange on behalf of the Sponsored Participant.

(1) A Sponsoring Member Organization shall maintain a list of Authorized Traders who may obtain access to the Exchange on behalf of the Sponsoring Member Organization's Sponsored Participants. The Sponsoring Member Organization shall update the list of Authorized Traders as necessary. The Sponsoring Member Organization must provide the list of Authorized Traders to the Exchange upon request.

(2) A Sponsoring Member Organization must have reasonable procedures to ensure that all Authorized Traders comply with the rules and procedures of the Exchange.

(3) A Sponsoring Member Organization must suspend or withdraw a person's status as an Authorized Trader if the Exchange has determined that the person has caused the Sponsoring Member Organization to fail to comply with the Rules of the Exchange and the Exchange has directed the Sponsoring Member Organization to suspend or withdraw the person's status as an Authorized Trader.

(4) A Sponsoring Member Organization must have reasonable procedures to ensure that the Authorized Traders maintain the physical security of any equipment sited on its premises for the purpose of accessing the Exchange, so as to prevent the improper use of or access to the Exchange, including unauthorized entry of information into the Exchange.

------------------

Adopted: June 17, 1991.

Amended: March 17, 1995, effective June 7, 1995; April 27, 2000; April 17, 2000; July 28, 2005 (NYSE-2005-51); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); November 30, 2006 (NYSE-2006-105); February 23, 2007 (NYSE-2006-04); March 9, 2007 (NYSE-2007-16); February 12, 2008 (NYSE-2004-70); August 27, 2008 (NYSE-2008-071); October 24, 2008 (NYSE-2008-46); October 8, 2008 (NYSE-2008-100); November 17, 2008 (NYSE-2008-115); January 22, 2009 (NYSE-2008-119); February 18, 2009 (NYSE-2009-13); September 1, 2009 (NYSE-2009-85); February 11, 2011 (NYSE-2011-03); February 7, 2013 (2013-12); July 3, 2014 (NYSE-2014-12).

Rule 123C. The Closing Procedures

(1) Definitions for the Purpose of this Rule.

(a) Better Priced. Better Priced than the closing price means an order that is lower than the closing price in the case of an order to sell or higher than the closing price in the case of an order to buy.

(b) Informational Imbalance Publication. An Informational Imbalance Publication is the dissemination of information between 3:00 p.m. and 3:45 p.m., pursuant to subparagraph (5)(b) below, that indicates a disparity between MOC and marketable LOC interest to buy and MOC and marketable LOC interest to sell of any size in any security that is not a Mandatory MOC/LOC Imbalance Publication.

(c) Legitimate Error. A legitimate error means an error in any term of an MOC or LOC order, such as price, number of shares, side of the transaction (buy or sell) or identification of the security.

(d) Mandatory MOC/LOC Imbalance Publication. A Mandatory MOC/LOC Imbalance Publication is the dissemination of information that indicates a disparity between MOC and marketable LOC interest to buy and MOC and marketable LOC interest to sell, measured at 3:45 p.m., that is:

(i) 50,000 shares or more in any security, regardless of the average daily trading volume; or

(ii) otherwise constitutes a significant imbalance, such as an imbalance of less than 50,000 shares in any security where such imbalance is significant in relation to the average daily trading volume in the security may be published as soon as practicable after 3:45 p.m. with prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(e) Order Imbalance Information. Order Imbalance Information is the data feed disseminated by the Exchange between 3:45 p.m. and 4:00 p.m. pursuant to subparagraph (6) below, which includes real-time order imbalances that accumulate prior to the closing transaction on the Exchange of this Rule 123C.

(f) Trading Halt. A Trading Halt as used in this Rule 123C means a halt in the trading of any security pursuant to the provisions of NYSE Rule 123D.

(2) MOC, LOC and CO Order Entry.

(a) Order Entry Before 3:45 p.m.

(i) Except as otherwise provided in this rule, all MOC and LOC orders must be entered electronically by 3:45 p.m.

(ii) CO orders may be entered in a security any time prior to 4:00 p.m.

(b) Order Entry After 3:45 p.m.

(i) After the publication of a Mandatory MOC/LOC Imbalance Publication pursuant to paragraph (5) below, Exchange systems will only accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders that do not offset the published imbalance (i.e, on the same side of a Mandatory MOC/LOC Imbalance Publication). Specifically, if the Mandatory MOC/LOC Imbalance Publication shows an excess of sell interest over buy interest, only MOC and LOC orders to buy will be accepted; if the Mandatory MOC/LOC Imbalance Publication show an excess of buy interest over sell interest, only MOC and LOC orders to sell will be accepted.

(ii) Where there is no Mandatory MOC/LOC Imbalance Publication, Exchange systems will reject MOC and LOC orders entered after 3:45 p.m.

(iii) CO orders may be entered on both sides of the market up to 4:00 p.m. and are not restricted to offsetting the Mandatory MOC/LOC Imbalance Publication.

(c) Order Entry in the Event of a Trading Halt

(i) Where a Mandatory MOC/LOC Imbalance Publication is published at or after 3:45 p.m., and a Trading Halt occurs after such imbalance publication, Exchange systems will accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders on the same side of a Mandatory MOC/LOC Imbalance.

(ii) When a Trading Halt in a security is in effect at 3:45 p.m. but is lifted prior to the close of trading in the security and a Mandatory MOC/LOC Imbalance Publication is published in connection with or after the reopening of trading in such security, Exchange systems will accept MOC and LOC orders that offset the published imbalance and will reject MOC and LOC orders on the same side of a Mandatory MOC/LOC Imbalance.

(iii) Where there is no Mandatory MOC/LOC Imbalance Publication and a Trading Halt occurs after 3:45 p.m., Exchange systems will reject MOC and LOC orders after 3:45 p.m.

(3) Cancellation of MOC, LOC and CO orders.

(a) Up to 3:45 p.m. MOC, LOC and CO orders may be cancelled or reduced in size for any reason.

(b) Between 3:45 p.m. and 3:58 p.m., MOC, LOC and CO orders may be canceled or reduced in size to correct a legitimate error as that term is defined pursuant to Rule 123C(1)(c).

(c) Except as provided for in Rule 123C(9), after 3:58 p.m., MOC, LOC and CO orders may not be cancelled or adjusted for any reason, including the correction of a legitimate error. Any such cancellations or adjustments entered through Exchange systems will be rejected.

(4) Calculation of MOC and LOC Imbalances

(a) Calculation of Imbalances. MOC and LOC imbalances are calculated as follows:

(i) For purposes of calculating the Mandatory MOC/LOC Imbalance Publication, the term "last sale price" in paragraph (4)(a)(iii) and (iv) below means the last sale in the subject security, as reported to the Consolidated Tape, prior to 3:45 p.m

(ii) For purposes of calculating Informational Imbalances and Order Imbalances, the term "last sale price" in paragraph (4)(a)(iii) and (iv) below means the last sale in the subject security, as reported to the Consolidated Tape prior to the calculation of the Informational Imbalance or the Order Imbalance.

(iii) Buy side closing volume is determined by aggregating all Buy MOC orders and Buy LOC orders priced above the last sale price. Buy LOC orders that are equal to the last sale price are not included in the calculation.

(iv) Sell side closing volume is determined by aggregating all Sell and Sell Short MOC orders and Sell and Sell Short LOC orders priced below the last sale price. Sell and Sell Short LOC orders that are equal to the last sale price are not included in the calculation.

(v) The difference between the Buy side closing volume as determined in paragraph 4(a)(iii)above and the Sell side closing volume as determined in paragraph 4(a)(iv) above is the Buy or Sell Imbalance.

(vi) Buy or Sell Imbalance as determined pursuant to paragraph (4)(a)(v) above will be reduced by the volume of tick sensitive MOC orders and LOC orders and LOC orders priced equal to the last sale to bring the imbalance quantity as close to zero as possible. The volume of tick sensitive MOC and LOC orders eligible to reduce the imbalance shall not cause the imbalance to change to the other side.

(A) In the event of a Buy Imbalance, only Sell Plus MOC orders, [and] Sell Plus LOC orders priced equal to or below the last sale price, and Sell and Sell Short LOC orders priced equal to the last sale will be included to offset the imbalance. Sell Plus MOC and Sell Plus LOC orders will be included to offset the imbalance only if such orders could be executed consistent with the terms of their tick restrictions.

(B) In the event of a Sell Imbalance, only Buy Minus MOC orders, Buy Minus LOC orders priced equal to or above the last sale price, and Buy LOC orders priced equal to the last sale will be included to offset the imbalance. Buy Minus MOC and Buy Minus LOC orders will be included to offset the imbalance only if such orders could be executed consistent with the terms of their tick restrictions.

(5) Publication of Mandatory MOC/LOC and Informational Imbalances.

(a) A Mandatory MOC/LOC Imbalance Publication as defined in (1)(d)(i) above shall be published on the Consolidated Tape as soon as practicable after 3:45 p.m. A Mandatory MOC/LOC Imbalance Publication of less than 50,000 shares as defined in subparagraph (1)(d)(ii) above may be published only with the prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(b) An Informational Imbalance Publication as defined in paragraph (1)(b) above in any security may be published on the Consolidated Tape between 3:00 and 3:45 p.m. with the prior approval of a Floor Official or qualified ICE employee as defined in NYSE Rule 46.10.

(i) If an Informational Imbalance Publication is published between 3:00 p.m. and 3:45 p.m., and subsequently there is an imbalance of 50,000 shares or greater, a Mandatory MOC/LOC Imbalance Publication must be published as soon as practicable after 3:45 p.m.

(ii) If an Informational Imbalance Publication is published between 3:00 p.m. and 3:45 p.m., and the requirements for the publication of a Mandatory MOC/LOC Imbalance Publication do not exist at 3:45 p.m., a notice indicating that there is "no imbalance" must be published on the Consolidated Tape as soon as practicable after 3:45 p.m.

(c) When a trading halt in a security is in effect at 3:45 p.m. but is lifted prior to the close of trading in the security, a Mandatory MOC/LOC Imbalance Publication should be published as close to the resumption of trading as practicable.

(6) Publication of Order Imbalance Information Data Feed

(a) Exchange systems may also make available, from time to time, as the Exchange shall determine, Order Imbalance Information prior to the closing of a security on the Exchange.

(i) Order Imbalance Information disseminated prior to the closing transaction is the data feed disseminated by the Exchange of real-time order imbalances that accumulate prior to the closing transaction on the Exchange which includes:

(A) the Mandatory MOC/LOC Imbalance Publication;

(B) a data field indicating the price at which closing-only interest (i.e., MOC orders, marketable LOC orders, and CO orders opposite the imbalance) may be executed in full;

(C) a data field indicating the price at which interest in the Display Book (e.g., Minimum Display Reserve Orders, Floor broker reserve e-Quotes not designated to be excluded from the aggregated agency interest information available to the DMM, d-Quotes and pegged e-Quotes at the price indicated on the order as the base price to be used to calculate the range of discretion and Stop orders) as well as all closing-only inter orders (MOC, marketable LOC, and CO orders opposite the imbalance) may be executed in full; and

(D) if the price at which all closing-only interest in the Display Book is at or between the quote, then data fields pursuant to subparagraphs (6)(a)(i)(B) and (C) above indicating imbalance information will publish the price at which the closing-only interest (MOC orders, marketable LOC orders, and CO orders) may be executed in full.

(ii) In addition, commencing at 3:55 p.m., the Order Imbalance Information disseminated by the Exchange data feed also includes d-Quotes and all other e-Quotes containing pegging instructions eligible to participate in the closing transaction and Stop orders.

(iii) Such Order Imbalance Information will use a reference price to indicate the number of shares that would be needed in the security to close with an equal number of shares on the buy side and the sell side of the market. The Exchange will determine the reference price as follows:

(A) If the best bid for the security on the Exchange is higher than the last sale price for the security, that best bid will serve as the reference price.

(B) If the best offer for the security on the Exchange is lower than the last sale price for the security, that best offer will serve as the reference price.

(C) If the last sale price falls within the Exchange's best bid and offer for the security, the last sale price will serve as the reference price.

(iv) Order Imbalance Information disseminated prior to the close by Exchange systems will be disseminated approximately every five seconds between 3:45 p.m. and 4:00 p.m.

(v) On any day that the scheduled close of trading on the Exchange is earlier than 4:00 p.m., the dissemination of Order Imbalance Information prior to the closing transaction will commence approximately 15 minutes before the scheduled closing time. Order Imbalance Information will be disseminated approximately every five seconds until the scheduled closing time.

(vi) The Mandatory MOC/LOC Imbalance Publication pursuant to paragraph (5)(a) of this Rule above shall be the sole indication that governs the entry of offsetting interest.

(b) Exchange systems shall disseminate between 2:00 p.m. and 3:45 p.m. on any trading day (or beginning two hours prior to the closing transaction until 15 minutes prior to the closing transaction on any day that the scheduled close of trading on the Exchange is earlier than 4:00 p.m.), approximately every 15 seconds, to Floor brokers a data feed that provides the amount of, and any imbalance between, MOC interest and marketable LOC interest to buy and MOC interest and marketable LOC interest to sell, offset by any CO interest available at the reference price or better on the opposite side of the imbalance, in any security in which the Floor broker is representing an order and in any security that the Floor broker specifically requests, except that specific requests for such information do not carry over to the next trading day and must be re-entered.

(7) Order of Execution on the Close

(a) The following orders must be executed in whole or in part in the closing transaction in the order delineated below:

(i) MOC orders that do not have tick restrictions;

(ii) MOC orders that have tick restrictions that limit the execution of the MOC to a price better than the price of the closing transaction;

(iii) Floor broker interest entered manually by the DMM;

(iv) Limit orders better priced than the closing price;

(v) LOC orders that do not have tick restrictions better priced than the closing transaction;

(vi) LOC orders better priced than the closing transaction that have tick restrictions that are capable of being executed based on the closing price; and

(vii) G orders better priced than the closing price.

(b) The following interest may be used to offset a closing imbalance in order delineated below:

(i) Limit orders represented in the Display Book with a price equal to the closing price and DMM interest;

(ii) LOC orders with a price equal to the closing price;

(iii) MOC orders that have tick restrictions that limit the execution of the MOC to the price of the closing transaction;

(iv) LOC orders that have tick restrictions that are capable of being executed based on the closing price and the price of such limit order is equal to the price of the closing transaction;

(v) CO Orders; and

(vi) G orders with a price equal to the closing price.

(8) Closing Prints

(a) Closing prints where there is an order imbalance.

(i) Where there is an imbalance of shares to buy over shares to sell in MOC and/or marketable LOC orders, or vice versa, the imbalance shall, at the close of trading, be executed against orders on the Display Book and/or represented in the Crowd that are opposite to the imbalance.

(A) Market orders and limit orders better priced than the closing price trading against the imbalance amount are guaranteed to participate in the closing transaction.

(B) Limit orders trading against the imbalance amount are not guaranteed an execution in the closing transaction if the price of such limit order is the same as the closing price, but may be included in full or in part at the discretion of the DMM, based on market conditions and the availability of offsetting interest.

(ii) The remaining MOC/LOC buy and MOC/LOC sell orders are paired off against each other at the same price as the imbalance price.

(iii) The imbalance and the paired off transaction shall be reported to the Consolidated Tape as a single transaction.

(iv) Any Stop orders that would be elected based on the closing price will be automatically and systemically converted to market orders and included in the total number of MOC orders to be executed as if the elected Stop orders were MOC orders.

(b) Closing prints where there is no order imbalance. Where the aggregate size of buy MOC and marketable LOC orders in a security equals the aggregate size of sell MOC orders and marketable LOC orders, they shall be stopped against each other and paired off at the price of the last sale on the Exchange just prior to the close of trading in that security on that day.

(9) Extreme Order Imbalances at or Near the Close

(a) To avoid closing price dislocation that may result from an order entered into Exchange systems or represented to a DMM orally at or near the close, the Exchange may temporarily suspend the following:

(1) The hours of operation to permit the solicitation and entry of orders into Exchange systems (Rule 52), provided that:

(i) Such orders are solicited solely to offset any imbalance in a security that may exist as of 4:00 p.m.;

(ii) The Exchange solicits such offsetting interest from both on-Floor and off-Floor participants. Such solicitation requests shall include, at a minimum, the security symbol, the imbalance amount and side, the last sale price, and an order acceptance cut-off time. The order acceptance cut-off time will be a time period designated by the Exchange;

(iii) Any interest entered in response to such solicitations must be: (A) entered no later than the order acceptance cut-off time indicated in the solicitation request; (B) offsetting interest as indicated in the solicitation request; (C) a limit order priced no worse than the last sale; and (D) irrevocable;

(iv) The DMM will close the security the earlier of the order acceptance cut-off time or if the imbalance is paired off at or reasonably contiguous to the last sale price. For purposes of this Rule, a price reasonably contiguous to the last sale price is within cents of the last sale price and would be a price point that during a regular closing auction would not be considered a dislocating closing price as compared to the last sale price. All offsetting interest solicited pursuant to this section of the Rule will be executed consistent with Rule 72(c); and

(v) A Floor broker may represent offsetting interest pursuant to this rule without first entering the details of the order into a designated Exchange database, as required by NYSE Rule 123, so long as such orders are entered into a designated Exchange database on an "as of" basis immediately following execution of the order.

(2) The prohibition on canceling or reducing an MOC or LOC order after 3:58 p.m. (Rule 123C(3), provided that:

(i) The cancellation or reduction is necessary to correct a legitimate error; and

(ii) Execution of such an MOC or LOC order would cause significant price dislocation at the close.

(b) Only the DMM assigned to a particular security may request a temporary suspension under section (9)(a) of this Rule. A determination to declare such a temporary suspension may be made after 4 p.m. (or earlier, in the case of an earlier scheduled close) and will be made on a security-by-security basis. Such determination, as well as any entry or cancellation of orders or closing of a security under section (9)(a) of this Rule, must be supervised and approved by either an Executive Floor Governor or a qualified ICE employee, as defined under Rule 46(b)(v), and supervised by a qualified Exchange Officer, as defined in NYSE Rule 48(d). Factors that may be considered when making such a determination include, but are not limited to, when the order(s) that impacted the imbalance were entered into Exchange systems or orally represented to the DMM, the impact of such order(s) on the closing price of the security, the volatility of the security during the trading session, and the ability of the DMM to commit capital to dampen the price dislocation.

(c) A temporary suspension under section (9)(a) of this Rule is in effect only for the particular security for which such suspension has been granted and for that trading day.

• • • Supplementary Material: ------------------

.10 Closings may be effectuated manually or electronically (see Rule 104(b)).

.20 For purposes of Rule 123C(7)(b), short sale orders for a covered security during a period when a Short Sale Price Test (as provided for in Rule 440B) is in effect, shall be treated as orders that have tick restrictions. The term "covered security" shall have the same meaning as such term has in Rule 201 of Regulation SHO.

.30 During a Short Sale Period (as provided for in Rule 440B(d)), Sell Short MOC and LOC orders will not be included in the Sell side closing volume, as currently provided for in Rule 123C(4)(a)(iv). During a Short Sale Period, in addition to the interest specified in Rule 123C(4)(a)(vi)(A), all Sell Short MOC and LOC interest priced equal to or below the last sale price will be included to offset the Buy Imbalance.

.40 If not otherwise specified, when the scheduled close of trading is before 4:00 p.m., the times specified in this Rule 123C shall be adjusted based on the early scheduled closing time and references to 4:00 p.m. shall mean the early scheduled close, 3:00 p.m. shall mean one hour before the early scheduled close, 3:45 p.m. shall mean 15 minutes before the early scheduled close, 3:55 p.m. shall mean five minutes before the early scheduled close, and 3:58 p.m. shall mean two minutes before the early scheduled close.

Adopted: October 1, 2002, effective August 10, 2002 (NYSE-2002-31).

Amended: September 14, 2005 (NYSE-2005-54); March 29, 2006 (NYSE-2005-86); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); October 31, 2007 (NYSE-2007-96); February 1, 2008 (NYSE-2007-62); March 7, 2008 (NYSE-2008-03); May 23, 2008 (NYSE-2008-41); October 24, 2008 (NYSE-2008-46); January 22, 2009 (NYSE-2008-119); February 3, 2009 (NYSE-2009-10); March 17, 2009 (NYSE-2009-29); April 13, 2009 (NYSE-2009-18); April 23, 2009 (NYSE-2009-41); June 19, 2009 (NYSE-2009-49); September 1, 2009 (NYSE-2009-85); October 9, 2009 (NYSE-2009-104); December 23, 2009 (NYSE-2009-126); December 31, 2009 (NYSE-2009-131); February 22, 2010 (NYSE-2010-08); March 1, 2010 (NYSE-2009-111); March 1, 2010 (NYSE-2010-11); March 1, 2010 (NYSE-2010-12); June 4, 2010 (NYSE-2010-42); September 15, 2010 (NYSE-2010-20); December 14, 2010 (NYSE-2010-79); December 14, 2010 (NYSE-2010-75); December 29, 2010 (NYSE-2010-84); February 11, 2011 (NYSE-2011-03); February 25, 2011 (NYSE-2011-06); February 15, 2012 (NYSE-2012-03); August 17, 2012 (NYSE-2012-19); November 15, 2012 (NYSE-2012-62); November 21, 2012 (NYSE-2012-63); February 7, 2013 (NYSE-2013-12); August 15, 2013 (NYSE-2013-42); December 16, 2013 (NYSE-2013-79); January 7, 2014 (NYSE-2013-84); May 13, 2014 (NYSE-2014-23).

Rule 123D. Openings and Halts in Trading

(1) Delayed Openings/Halts in Trading.—It is the responsibility of each DMM to ensure that registered stocks open as close to the opening bell as possible, while at the same time not unduly hasty, particularly when at a price disparity from the prior close. DMMs may open a registered stock on a trade or on a quote. A DMM may open a registered stock on a quote when there is no opening trade. Openings may be effectuated manually or electronically (see Rule 104(b)(ii)). Openings and reopenings should be timely, as well as fair and orderly, reflecting a professional assessment of market conditions at the time, and appropriate consideration of the balance of supply and demand as reflected by orders represented in the market. DMMs should, to the best of their ability, provide timely and impartial information at all phases of the opening process. DMMs should ensure adequate personnel are assigned and call upon additional clerical and relief DMM resources to assist in order management and Crowd communication, when appropriate. It is also incumbent upon DMMs to seek the advice of Floor Officials when openings are delayed or when a halt in trading may be appropriate due to unusual market conditions.

Brokers should recognize the difficulty in providing accurate information in a constantly changing situation, and that significant changes are often occasioned by single orders or substantial interests delivered via Exchange systems. Brokers should make every effort to ascertain the client's interest as early as possible and to inform the DMM so that such interest can be factored into the opening process. Brokers should communicate to clients the problems caused by delaying their interest until the last minute. Brokers should expect to have time to communicate the essential facts to their clients and to react to the changing picture. They should not expect, however, to be able to delay the opening for every last fragment of this change, and should recognize their obligation to a timely opening. Once a relatively narrow range of opening possibilities is given, the broker and his or her client should have sufficient information to enter a final order. In this regard, brokers should advise their clients against limits which are not firm, or are based solely on where the opening looked at the time the information was given. Brokers should not expect to be given endless opportunities to adjust those limits. Whenever possible the broker should have discretion within a range of the client's interest, and have the power to react to last minute changes without having to go back to the phone. This is particularly true for orders in amounts that represent a small fraction of the total opening volume, but applies to all orders. Brokers must recognize that orders or cancellations merely dropped on the counter can be lost or misplaced, and should hand the order directly to the DMM or his or her assistant and orally state the terms. Failure to do so could result in a monetary error to the broker as well as the DMM.

Floor Officials participate in the regulatory process by providing an impartial professional assessment of unusual situations, as well as advice with respect to pricing when a significant disparity in supply and demand exists. The DMM, however, has ultimate responsibility in this regard, and while a Floor Official's approval may be a mitigating factor, it will not exonerate a DMM when performance has been deemed not satisfactory.

A DMM should consider the following areas of DMM performance when involved in an unusual market situation:

• an opening price change that is not in proportion to the size of an imbalance;

• absence of an indication before a large opening price change;

• inadequate support after a large opening price change, i.e., lack of sufficient continuity and depth in the aftermarket;

• absence of trading without good cause or Floor Official approval (or an unjustified or unreasonably delayed opening or halt in trading);

• not obtaining appropriate Floor Official approvals for opening delays, trading halts, and wide price variations.

In addition, a Floor Official should be consulted as soon as it becomes apparent that an unusual situation exists, and a Floor Governor should be consulted if it is anticipated that the opening price may be at a significant disparity from the prior close. If an unusual situation exists, such as a large order imbalance, tape indications should be disseminated, including multiple indications if appropriate with the supervision of a Floor Official. A second Floor Official's opinion in a delayed opening is required if there is difficulty in arriving at a decision; if the size of the price change from the previous NYSE close is three points or more or represents a 10% change in price; or if the stock has not opened within 50 minutes after the opening of business or 20 minutes after an extended delayed opening time frame. All tape indications require Floor Official approval.

Exchange policy requires the dissemination of an indication in connection with any delayed opening — involving any stock which has not opened (or been quoted) by 10:00 a.m. In addition, the dissemination of an indication is mandatory for an opening which will result in a significant price change from the previous close:

Previous NYSE
Closing Price *

Price Change (equal or
greater than)

Under $10

1 point

$10-$99.99

the lesser of 10% or 3 points

$100 and Over

5 points

* The above guidelines are applicable to Initial Public Offerings based on the offering price.

All indications require the supervision and approval of a Floor Official. If it involves a bank or brokerage stock, the approval of an Executive Floor Governor is required. If an Executive Floor Governor is unavailable, a Floor Governor's or Senior Floor Official's approval must be obtained. In addition to the mandatory criteria, DMMs should use their judgment as to when it is appropriate to seek Floor Official approval for disseminating a price indication.

Mandatory indication policy applies to a foreign-listed security only if the opening price will be at a significant price change (see chart above) from its closing price in the foreign market or the current price in the foreign market.

Mandatory indications for convertible preferred stocks are only required if an indication was disseminated in the underlying common stock.

In this regard the following procedures should be followed for delayed opening and trading halt indications:

• The length of time for the dissemination of indications should be in proportion to the anticipated disparity of the opening or reopening price from the prior sale.

• The number of indications should increase in proportion to the anticipated disparity in the opening or reopening price, with increasingly definitive, "telescoped" indications when an initial narrow indication spread is impractical.

• An indication should be published immediately when trading is halted for a non-regulatory order imbalance. Such indications should be broad enough to allow flexibility, but narrow enough to convey as accurate a picture of supply and demand as possible at the time. In most cases, a final indication with a one point spread would be appropriate. Further telescoping to one-half point could result in unnecessary delay due to a change in the terms of a pivotal order. Even if an indication is not disseminated, DMMs should endeavor to provide brokers with an approximate range within which they believe a stock will open.

• Tape indications before the opening should be disseminated at 9:15 a.m., if possible, but any tape indications disseminated prior to 9:30 a.m. require the approval of an Executive Floor Governor or Floor Governor, or the approval of a Floor Official if it relates to a spin-off or if trading had been halted and not resumed the prior day.

• Tape indications and halts in trading in NYSE Bonds SM are set forth in Rule 86.

ITS Pre-Opening Applications must be followed when necessary based upon the anticipated opening price. For example, a Pre-Opening Notification must be issued if a stock is going to open more than .10 of a point from a composite last sale under $15 or more than .25 of a point from a composite last sale of $15 or higher. The spread in the Pre-Opening Application may not exceed .50 of a point if the consolidated close is under $50 or one point if the consolidated close is $50 or higher with limited exception. If a Pre-Opening Application is required on an opening or any reopening and a tape indication is also issued, the indication satisfies the Pre-Opening Application requirement if it is also sent to the ITS participants by the DMM in the form of Pre-Opening Notification. In that case, the maximum ITS spread would not apply. Three minutes must elapse from the time a Pre-Opening Application is issued, and an additional one minute if subsequent notifications are required, before a stock should open.

As with other openings, tape indications are discretionary for IPO's with the approval of an Executive Floor Governor or Floor Governor except that it is mandatory if the opening price change as measured from the offering price meets the requirements for a mandatory indication.

If an indication is disseminated after the opening bell, it must be considered a delayed opening. In addition, any stock that is not opened with a trade or reasonable quotation within 30 minutes after the opening of business must be considered a delayed opening (except for IPO's) and requires Floor Official supervision, as well as an indication. That 30-minute time frame may only be extended by an Executive Floor Governor on a Floor-wide basis.

More than one indication should be disseminated if an opening will be outside the first indication or if the first indication had a wide spread, especially if the time frame for delayed openings has been extended by the Executive Floor Governor. A reduction in time between indications can be used when multiple indications are disseminated. Generally, a minimum of three minutes must elapse between the first indication and a stock's opening as measured by the time the indication appears on the PDU. However, when more than one indication is disseminated, a stock may open one minute after the last indication provided that at least three minutes must have elapsed from the dissemination of the first indication.

With respect to a post-opening trading halt, a minimum of three minutes must elapse between the first indication and a stock's reopening. However, where more than one indication is disseminated, a stock may re-open one minute after the last indication, provided that at least three minutes must have elapsed from the dissemination of the first indication.

Tape indications must be disseminated with the approval of a Floor Official prior to the opening or reopening in a stock subject to a regulatory or nonregulatory halt in trading or a delayed opening. A Floor Governor should be consulted if a significant price change is anticipated.

An Executive Floor Governor or Floor Governor should be consulted in any case where there is not complete agreement among the Floor Officials participating in the discussion.

Floor Governors should keep apprised of developments when consulted, and should seek the assistance of Executive Floor Governors, when appropriate, as soon as possible.

Floor Governors should be prepared to balance the opportunity for brokers to participate in the opening with the need for timeliness, and should assist in identifying opportunities for opening the security, based upon the shifting supply and demand in conjunction with appropriate DMM participation.

DMMs should make every effort to balance timeliness with the opportunity for customer reaction and participation. Although the correct price based on information available at the time is always the goal, DMMs and supervising Floor Governors should recognize customers' desires for a timely opening. When the DMM and Floor Governor agree that all participants have had a reasonable opportunity to participate, the DMM should open the stock.

Once trading has commenced, trading may only be halted with the approval of a Floor Governor or two Floor Officials. An Executive Floor Governor, or in their absence a Senior Floor Governor, should be consulted if it is felt that trading should be halted in a bank or brokerage stock due to a potential misperception regarding the company's financial viability.

Sometimes the Exchange is notified by a listed company in advance of publication concerning news which might have a substantial market impact. The designated Exchange staff will advise an Executive Floor Governor or Floor Governor, or in their absence a Floor Official.

If the Exchange staff makes a recommendation that trading should be halted in a stock pending a public announcement by the company and the Executive Floor Governor or Floor Governor disagrees, he or she should seek the opinion of another Executive Floor Governor or Floor Governor. If the Executive Floor Governors or Floor Governors are in agreement that trading should not be halted, trading should continue. If one of the two is in agreement with the recommendation to halt trading, then trading should be halted. While the time period may vary from case-to-case as a result of the particular circumstances involved, normally if the announcement is not made within approximately 30 minutes after the delay or halt is implemented, the Exchange may commence the opening or reopening of trading in the stock. Special care is taken to ensure that material non-public information is not disclosed, even inadvertently, as a result of someone overhearing details relating to trading halts or delayed opening situations.

It is important that all appropriate Floor Official forms are completed.

(2) Equipment Changeover.—The Exchange has established a non-regulatory trading halt condition designated as "Equipment Changeover".

This condition may be used when trading in a particular security is temporarily inhibited due to a systems, equipment or communications facility problem or for other technical reasons.

In making a determination on whether to halt trading in a security because of an "Equipment Changeover" condition, it is important to keep in mind that once halted, trading cannot be resumed for at least one minute even though, in many cases, the systems or equipment problem may be corrected in a much shorter period of time. Further, if, during the "Equipment Changeover" trading halt, a significant order imbalance (one which would result in a price change from the last sale of one point or more for stocks under $10, the lesser of 10% or three points for $10—$99.99 and five points if $100 or more—unless a Floor Governor deems circumstances warrant a lower parameter) develops or a regulatory condition occurs, the nature of the halt will be changed, notice must be disseminated and trading cannot resume until three minutes after the first indication after the new halt condition. This factor should be taken into consideration along with market condition factors in making a determination on whether to declare an official trading halt.

As with any other halt, an "Equipment Changeover" trading halt requires the approval of a Floor Governor or two Floor Officials. All other policies relating to nonregulatory halts would apply including price indications.

(3) Investment Company Units or Index-Linked Securities Trading Condition.—The Exchange has established a non-regulatory trading halt condition designated as "Investment Company Units or Index-Linked Securities."

This trading condition may be used with respect to Investment Company Units or index-linked securities on or after January 1, 2008, to facilitate the closing of the trading room in which such securities are traded and the transfer of the listing of all such securities to NYSE Arca.

After commencement of an Investment Company Units or Index-Linked Securities trading halt condition, any orders received by the NYSE in a security subject to an "Investment Company Units or Index-Linked Securities" trading halt condition will be routed to NYSE Arca where they will be traded in accordance with the rules governing that market. Upon closing of the trading room in which the Investment Company Units and index-linked securities are traded, there will no longer be any trading posts on the Exchange floor equipped with the appropriate technology to enable specialists to make an effective market in Investment Company Units or index-linked securities.

(4) Dissemination of Net Asset Value—With respect to Investment Company Units (described in Rule 1100), Trust Issued Receipts (described in Rule 1200), Currency Trust Shares (described in Rule 1300A), and Commodity Trust Shares (described in Rule 1300B) listed on the Exchange, if the Exchange becomes aware that the Net Asset Value ("NAV") is not being disseminated to all market participants at the same time, it will halt trading in the affected securities on the Exchange until such time as the NAV is available to all market participants.

• • • Supplementary Material: ------------------

.24 Special provisions applicable on June 27, 2008.

Notwithstanding the provisions of section (3) (Sub-penny Trading Condition) above, orders for any security that is part of the Russell Index Reconstitution (a "Russell Stock") that is either (a) reported on the Consolidated Tape during normal trading hours as having traded at a price of $1.05 or less, or (b) would open on the Exchange at a price of $1.05 or less, shall not be subject to NYSE Rule 123D(3).

This section .24 is in effect only on June 27, 2008.

Adopted: October 1, 2002, effective August 10, 2002 (NYSE-2002-31).

Amended: December 30, 2002 (NYSE-2002-39); March 1, 2004 (NYSE-2004-02); February 27, 2006, effective March 8, 2006 (NYSE-2005-77); September 28, 2006 (NYSE-2006-49); March 5, 2007 (NYSE-2007-25); March 20, 2007 (NYSE-2006-37); March 27, 2007 (NYSE-2007-30); October 1, 2007 (NYSE-2007-92); December 21, 2007 (NYSE-2007-117); June 27, 2008 (NYSE-2008-53); July 7, 2008 (NYSE-2008-39); October 24, 2008 (NYSE-2008-46); November 13, 2008 (NYSE-2008-117); January 22, 2009 (NYSE-2008-119); March 17, 2009 (NYSE-2009-29); September 1, 2009 (NYSE-2009-85); February 11, 2011 (NYSE-2011-03); July 3, 2012 (NYSE-2012-20); February 7, 2013 (NYSE-2013-12).

Rule 123E. DMM Combination Review Policy

(a) No DMM unit shall complete a "proposed combination" (as defined below in paragraph (b) of this rule) with one or more other DMM units unless the combination has been approved by the Exchange.

(b) For purposes of this rule, a "proposed combination" means:

(1) a transaction in which two or more DMM units agree to merge or otherwise combine their businesses, with the result that the total number of existing independent DMM units will be reduced;

(2) two or more DMM units agree to combine their businesses with the result that the existing number of DMM units will not be reduced, but one or more of the surviving units is substantially reduced in size; or

(3) a DMM unit merges or otherwise combines with a non-DMM business resulting in a change of control of the existing DMM unit.

(c) Proponents of a DMM unit combination must make a written submission to the Office of the Corporate Secretary of the Exchange, discussing all the factors for review pursuant to subparagraph (d) below. The written submission should also address and discuss:

(1) performance in any securities received through previous combinations or transfers of registrations during the preceding two years;

(2) whether the resulting DMM unit will maintain staffing adequate to the needs of the market place;

(3) whether the proposed combined unit will have a real-time surveillance system that monitors DMM trading and uses exception alerts to detect unusual trades or trading patterns; and

(4) whether the proposed combined unit will have disaster recovery facilities for its computer network and software;

(5) whether it has designated specific individuals to handle unusual situations on the Floor (if so, the names of the individuals);

(6) whether the combined unit will employ a "zone" or other management system on the Floor (with identification of the names of the individuals and their specific responsibilities, as applicable); and

(7) whether the combined unit will designate a senior staff member to be responsible for reviewing DMM performance data, with specific procedures for correcting any deficiencies identified.

(d) The Exchange will consider the following criteria in its review of a proposed combination:

(1) ) the ability of the DMM unit or units resulting from the transaction to comply with NYSE rules, including, without limitation, the provision of Rule 98; Rule 103; Rule 103B, Section II; and Rule 104;

(2) whether the proposed combination minimizes both the potential for financial failure and the negative consequences of any such failure on the DMM system as a whole;

(3) whether the proposed combination maintains or increases operational efficiencies;

(4) the surviving DMM unit's commitment to the Exchange market, including but not limited to whether the constituent DMM units:

(A) work to support, strengthen and advance the Exchange, its market and its competitiveness in relation to other markets;

(B) participate upon request in the Exchange's marketing seminars, sales calls and other marketing initiatives seeking to attract order flow and new listings;

(C) accept innovations in order-routing and other trade-support systems and willingness to make optimal use of the systems once they become fully operational;

(D) assist other units by providing capital and personnel in unusual market situations, such as "breakouts" and difficult openings;

(E) engage in efforts to streamline the efficiency of its own operations and its competitive posture; and

(5) The effect of the proposed combination on overall concentration of DMM units.

(e) Where a proposed combination involves an organization that is not a DMM unit, consideration shall entail an assessment of whether the organization will work to support, strengthen and advance the Exchange, and its competitiveness in relation to other markets.

(f) The Exchange shall approve or disapprove a proposed combination within ten (10) business days based on its assessment of the criteria pursuant to subparagraph (d) above and, in the case of a proposed combination involving a non-DMM unit, its assessment of the additional criteria pursuant to subparagraph (e) above. The Exchange reserves the right to extend its review process if the information submitted by the proponents of the DMM combination is inadequate or requires additional time to review in order for the Exchange to reach a decision.

(1) The Exchange shall approve a proposed combination if the proposed combination satisfies the criteria set forth in Rule 123E(d)(1)-(5) and if the Exchange determines that the proposed combination would:

(A) not create or foster concentration in the DMM business detrimental to the Exchange and its markets;

(B) foster competition among DMM units; and

(C) enhance the performance of the constituent DMM unit and the quality of the markets in the securities involved.

(g) The Exchange may condition its approval upon compliance by the resulting DMM unit with any steps the Exchange may specify to address any concerns it may have in regard to considerations of the above criteria.

(h) In any instance where the Exchange does not approve a proposed DMM combination, the proponents of such proposed combination have a right to have such decision reviewed by the Exchange's Board of Directors.

------------------

Adopted: October 1, 2002 effective August 10, 2002 (NYSE-2002-31).

Amended: May 2, 2003 (2002-41); July 25, 2006 (NYSE-2005-38); October 24, 2008 (NYSE-2008-46); October 24, 2008 (NYSE-2008-52); December 10, 2008 (NYSE-2008-127); February 11, 2009 (NYSE-2009-07).

Rule 123G. Reserved

Reserved.

Adopted: October 26, 2005 (NYSE-2005-62).

Amended: July 26, 2010 (NYSE-2010-54).

Rule 124. Reserved

Reserved.

------------------

Adopted: April 16, 1964, effective June 1, 1964.

Amended: February 9, 1968; May 18, 1972; Amended October 16, 1975, effective October 20, 1975; August 16, 1988; February 1, 1991; July 25, 1997; May 20, 2004 (NYSE-2003-37); June 17, 2004; October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); September 27, 2007 (NYSE-2007-82); November 28, 2007 (NYSE-2007-103); February 8, 2008 (NYSE-2008-11); October 24, 2008 (NYSE-2008-46); December 10, 2008 (NYSE-2008-127); January 22, 2009 (NYSE-2008-119); February 25, 2009 (NYSE-2009-17); March 20, 2009 (NYSE-2009-27); June 18, 2009 (NYSE-2009-45); July 1, 2009 (NYSE-2009-59); September 1, 2009 (NYSE-2009-85); July 27, 2010 (NYSE-2010-43).

Rule 125. Odd-Lot Differential

Rescinded October 16, 1975, effective October 20, 1975.

Rule 126. Odd-Lot Dealers General

Income and expense report—Each registered odd-lot dealer, not currently required to do so under Rule 425, shall file an income and expense report and additional information in the type, form, manner and time prescribed by the Exchange.

Adopted: June 16, 1966.

Amended: May 20, 1976.

Rule 127. Block Crosses Outside the Prevailing NYSE Quotation

(a) A member organization that receives an order or orders for the purchase or sale of a block of stock, that may not readily be absorbed by the market, should explore in depth the market on the Floor. Unless professional judgment dictates otherwise, this should include checking with the DMM to ascertain the extent of the DMM's interest in participating at an indicated price or prices. The DMM should maintain the same depth and normal variations between sales as he or she would had he or she not learned of the block.

(b) A member organization that has a block of stock it intends to cross on the Floor at a specific clean-up price outside the current quotation may, when ready to effect the cross, proceed in the manner described below.

(i) The member organization should inform the DMM of its intention to cross a block at a specific price. There should not be any intervening trades other than transactions required to effect the block cross as required herein by the member organization representing the block order between the time it informs the DMM of its intention and the trade or trades to clean-up the block.

(ii) In order to effect a block cross at a clean-up price outside the current quotation pursuant to this paragraph (b), the member organization must: (a) trade with the Exchange best bid (offer), including all reserve interest at that price; (b) trade with all orders in the Display Book® system limited to prices better than the block clean-up price, including Floor Brokers' e-Quotes at a price that is the minimum variation (typically, one cent) better than the block clean-up price, and (c) crossing the block orders at the specified clean-up price. The block shall be entitled to priority at the clean-up price.

(c) Member Organization Positioning.

This paragraph shall apply to block transactions in which all or a part of one side of the block is for a member or member organization's own account.

(1) Establishing or increasing a position. If all or any portion of the block will establish or increase the member organization's position, the member organization representing the block orders must: (a) trade with the Exchange best bid (offer), including all reserve interest at that price and (b) crossing the block orders at the specified clean-up price. The member organization must fill at the clean-up price orders limited to the clean-up price or better before any amount may be retained for the member organization's account.

(2) Liquidating position. A member organization which is covering a short position or liquidating a long position must: (a) trade with the Exchange best bid (offer), including all reserve interest at that price; (b) trade with all orders in the Display Book® system limited to prices better than the block clean-up price, including Floor Brokers' e-Quotes at a price that is the minimum variation (typically, one cent) better than the block clean-up price, and (c) crossing the block orders at the specified clean-up price. The member organization is not required to fill at the clean-up price orders limited to the clean-up price.

(d) Reasonable Needs of the DMM

(1) After exploring the market and consulting with the DMM, the member organization should be prepared to fill the needs of the DMM in accordance with that conversation. The DMM cannot increase the amount which he or she initially indicated unless the member organization agrees or the market has changed substantially.

(2) If the member organization does not consult with the DMM, the member organization should make a professional estimate of the probable needs of the DMM and reserve an appropriate amount to fill such needs.

(3) If the DMM and the member organization representing the block orders disagree as to the extent of the needs of the DMM, they should consult with a Floor Official. As appropriate, it may be necessary for the DMM to trade with the offer side of the cross to ensure that his or her reasonable needs in maintaining an aftermarket are satisfied.

(e) The requirements of Rule 76 will not apply to executions made in accordance with this rule.

• • • Supplementary Material: ------------------

.10 Definition of a Block.—For the purposes of this Rule, a block shall be at least 10,000 shares or a quantity of stock having a market value of $200,000 or more, whichever is less, which is acquired by a member organization on its own behalf and/or for others from one or more buyers or sellers in a single transaction.

------------------

(See also Rules 79A.30 and 97.)

Adopted: June 15, 1972.

Amended: February 10, 1976; effective March 3, 1976; December 15, 1994; June 18, 1997; August 1, 1997; October 5, 2006 (NYSE-2006-82); November 30, 2006 (NYSE-2006-73); October 24, 2008 (NYSE-2008-46); February 18, 2009 (NYSE-2009-13); March 22, 2010 (NYSE-2010-24).

Publications of Transactions and Changes (Rules 128—129)

Rule 128. Clearly Erroneous Executions For NYSE Equities

The provisions of paragraphs (c), (e)(2), (f), and (g) of this Rule, as amended on September 10, 2010, and the provisions of paragraphs (i) through (k), shall be in effect during a pilot period to coincide with the pilot period for the Limit Up-Limit Down Plan, including any extensions to the pilot period for the Plan. If the Plan is not either extended or approved as permanent, the prior versions of sections (c), (e)(2), (f), and (g) shall be in effect, and the provisions of paragraphs (i) through (k) shall be null and void.

(a) Definition. For purposes of this Rule, the terms of a transaction executed on the Exchange are "clearly erroneous" when there is an obvious error in any term, such as price, number of shares or other unit of trading, or identification of the security. A transaction that is clearly erroneous and cancelled by both parties or determined by the Exchange to be clearly erroneous will be removed from the Consolidated Tape.

(b) Request and Timing of Review. A member or member organization of the Exchange that receives an execution on an order that was submitted erroneously to the Exchange for its own or customer account may request that the Exchange review the transaction under this Rule. An Officer of the Exchange or such other senior level employee designee of the Exchange ("Officer") shall review the transaction under dispute and determine whether it is clearly erroneous, with a view toward maintaining a fair and orderly market and the protection of investors and the public interest. Such request for review shall be made in writing via e-mail or other electronic means specified from time to time by the Exchange in a circular distributed to members or member organizations or in person on the Floor of the Exchange.

(i) Requests for Review. Requests for review must be received within thirty (30) minutes of execution time and shall include information concerning the time of the transaction(s), security symbol(s), number of shares, price(s), side (bought or sold), and factual basis for believing that the trade is clearly erroneous. Upon receipt of a timely filed request that satisfies the numerical guidelines set forth in Section (c)(1) of this Rule, the counterparty to the trade shall be notified by the Exchange as soon as practicable, but generally within thirty (30) minutes. An Officer may request additional supporting written information to aid in the resolution of the matter. If requested, each party to the transaction shall provide, within thirty (30) minutes of the request, any supporting written information. Each party to the disputed trade may request the supporting written information provided by the other party on the matter.

(ii) Routed Executions. Other market centers will generally have an additional thirty (30) minutes from receipt of their participant's timely filing, but no longer than sixty (60) minutes from the time of the execution at issue, to file with the Exchange for review of transactions routed to the Exchange from that market center and executed on the Exchange.

(c) Thresholds. Determinations of a clearly erroneous execution will be made as follows:

(1) Numerical Guidelines. Subject to the provisions of paragraph (c)(3) below, a transaction executed during the regular trading hours of the Exchange and after hours of the Exchange shall be found to be clearly erroneous if the price of the transaction to buy (sell) that is the subject of the complaint is greater than (less than) the Reference Price by an amount that equals or exceeds the Numerical Guidelines set forth below. The execution time of the transaction under review determines whether the Numerical Guideline applied is the Regular Trading Hours or the After Hours of the Exchange. The Reference Price will be equal to the consolidated last sale immediately prior to the execution(s) under review except for: A) Multi-Stock Events involving twenty or more securities, as described in (c)(2) below; (B) in other circumstances, such as, for example, relevant news impacting a security or securities, periods of extreme market volatility, sustained illiquidity, or widespread system issues, where use of a different Reference Price is necessary for the maintenance of a fair and orderly market and the protection of investors and the public interest.


Reference Price,
Circumstance or
Product

Regular Trading Hours of the Exchange Numerical Guidelines (Subject transaction's % difference from the Reference Price):

After Hours of the Exchange Numerical Guidelines (Subject transaction's % difference from the Reference Price):


Greater than $0.00 up to and including $25.00

10%

20%


Greater than $25.00 up to
and including $50.00

5%

10%


Greater than $50.00

3%

6%


Multi-Stock Event - Filings involving five or more but less than twenty, securities whose executions occurred within a period of five minutes or less

10%

10%


Multi-Stock Event - Filings involving twenty or more securities whose executions occurred within a period of five minutes or less

30%, subject to the terms of paragraph (c)(2) below

30%, subject to the terms of paragraph (c)(2) below


Leveraged ETF/ETN securities

Regular Trading Hours of the Exchange Numerical Guidelines multiplied by the leverage multiplier (ie. 2x)

Regular Trading Hours of the Exchange Numerical Guidelines multiplied by the leverage multiplier (ie. 2x)


(2) Multi-Stock Events Involving Twenty or More Securities. During Multi-Stock Events involving twenty or more securities the number of affected transactions may be such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest. In such circumstances, the Exchange may use a Reference Price other than consolidated last sale. To ensure consistent application across market centers when this paragraph is invoked, the Exchange will promptly coordinate with the other market centers to determine the appropriate review period, which may be greater than the period of five minutes or less that triggered application of this paragraph, as well as select one or more specific points in time prior to the transactions in question and use transaction prices at or immediately prior to the one or more specific points in time selected as the Reference Price. The Exchange will nullify as clearly erroneous all transactions that are at prices equal to or greater than 30% away from the Reference Price in each affected security during the review period selected by the Exchange and other markets consistent with this paragraph.

(3) Additional Factors. Except in the context of a Multi-Stock Event involving five or more securities, an Officer may also consider additional factors to determine whether an execution is clearly erroneous, including but not limited to, system malfunctions or disruptions, volume and volatility for the security, derivative securities products that correspond to greater than 100% in the direction of a tracking index, news released for the security, whether trading in the security was recently halted/resumed, whether the security is an IPO, whether the security was subject to a stock-split, reorganization, or other corporate action, overall market conditions, Opening and Late Session executions, validity of the consolidated tapes trades and quotes, consideration of primary market indications, Liquidity Replenishment Points ("LRPs"), Depth Guidelines and executions inconsistent with the trading pattern in the stock. Each additional factor shall be considered with a view toward maintaining a fair and orderly market and the protection of investors and the public interest.

(d) Outlier Transactions. In the case of an Outlier Transaction, an Officer may at its sole discretion, and on a case-by-case basis, consider requests received pursuant to subsection (b) of this Rule after thirty (30) minutes, but not longer than sixty (60) minutes after the transaction in question, depending on the facts and circumstances surrounding such request.

(1) "Outlier Transaction" means a transaction where:

(A) the execution price of the security is greater than three times (3x) the current Numerical Guidelines set forth in Paragraph (c)(1) of this Section, or

(B) the execution price of the security in question is not within the Outlier Transaction parameters set forth in Paragraph (d)(1)(A) of the Section but breaches the 52-week high or 52-week low, the Exchange may consider Additional Factors as outlined in Paragraph (c)(3) above, in determining if the transaction qualifies for further review or if the Exchange shall decline to act.

(e) Review Procedures.

(1) Determination by Officer. Unless all parties to the disputed transaction agree to withdraw the initial request for review, the transaction under dispute shall be reviewed, and a determination shall be rendered by the Officer. If the Officer determines that the transaction is not clearly erroneous, the Officer shall decline to take any action in connection with the completed trade. In the event that the Officer determines that the transaction(s) in dispute is clearly erroneous, the Officer shall either: (i) declare the transaction(s) null and void, or (ii) if such transaction(s) occurred only on the Exchange and no contemporaneous transactions occurred on other market centers at a price that meets or exceeds the applicable Numerical Guidelines and if the Exchange has no actual knowledge of a clearly erroneous execution review of a contemporaneous transaction of the subject security on another market center, modify one or more of the terms of the transaction to achieve an equitable rectification of the error that would place the parties in the same position, or as close as possible to the same position that they would have been in, had the error not occurred. A determination shall be made generally within thirty (30) minutes of receipt of the complaint, but in no case later than the open of the Regular Trading Hours of the Exchange on the following trading day. The parties shall be promptly notified of the determination.

(2) Appeals. If an member or member organization affected by a determination made under this Rule so requests within the time permitted below, the Clearly Erroneous Execution Panel ("CEE Panel") will review decisions made by the Officer under this Rule, including whether a clearly erroneous execution occurred and whether the correct adjustment was made; provided however that the CEE Panel will not review decisions made by an Officer under subsection (f) of this Rule if such Officer also determines under subsection (f) of this Rule that the number of the affected transactions is such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest, and further provided that with respect to rulings made in conjunction with one or more additional market centers, the number of the affected transactions is similarly such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest and, hence, are also non-appealable.

(A) The CEE Panel will consist of the NYSE's Chief Regulatory Officer ("CRO"), or a designee of the CRO, and representatives from two (2) member or member organizations of the Exchange.

(B) The Exchange shall designate at least ten (10) member or member organization representatives to be called upon to serve on the CEE Panel as needed. In no case shall a CEE Panel include a person affiliated with a party to the trade in question. To the extent reasonably possible, the Exchange shall call upon the designated representatives to participate on a CEE Panel on an equally frequent basis.

(3) A request for review on appeal must be made via e-mail within thirty (30) minutes after the party making the appeal is given notification of the initial determination being appealed, except that an Exchange member who trades on the Floor of the Exchange may submit a request for appeal of an initial determination in person on the Floor of the Exchange. The CEE Panel shall review the facts and render a decision as soon as practicable, but generally on the same trading day as the execution(s) under review. On requests for appeal received between 3:00 ET and the close of after hours trading, a decision will be rendered as soon as practicable, but in no case later than the trading day following the date of the execution under review.

(4) The CEE Panel may overturn or modify an action taken by the Officer under this Rule. All determinations by the CEE Panel shall constitute final action by the Exchange on the matter at issue.

(5) If the CEE Panel votes to uphold the decision made pursuant to Rule 128(e)(1), the Exchange will assess a $500.00 fee against the Exchange member(s) or member organization(s) who initiated the request for appeal.

(6) Any determination by an Officer or by the CEE Panel shall be rendered without prejudice as to the rights of the parties to the transaction to submit their dispute to arbitration.

(f) System Disruption or Malfunctions. In the event of any disruption or a malfunction in the operation of any electronic communications and trading facilities of the Exchange in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of investors and the public interest exist, the Officer, on his or her own motion, may review such transactions and declare such transactions arising out of the operation of such facilities during such period either: (i) null and void or, (ii) if such transaction(s) occurred only on the Exchange and no contemporaneous transactions occurred on other market centers at a price that meets or exceeds the applicable Numerical Guidelines and if the Exchange has no actual knowledge of a clearly erroneous execution review of a contemporaneous transaction of the subject security on another market center, modify one or more of the terms of the transaction to achieve an equitable rectification of the error that would place the parties in the same position, or as close as possible to the same position that they would have been in, had the error not occurred. In all such events, the Officer will rely on the provisions of Section (c)(1)-(3) of this Rule, but in extraordinary circumstances may also use a lower Numerical Guideline if necessary to maintain a fair and orderly market, protect investors and the public interest. Absent extraordinary circumstances, any such action of the Officer pursuant to this subsection (f) shall be taken within thirty (30) minutes of detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer must be taken by no later than the start of the regular trading hours of the Exchange the day following the date of execution(s) under review. Each Exchange member or member organization involved in the transaction shall be notified as soon as practicable, and the member or member organization aggrieved by the action may appeal such action in accordance with the provisions of subsection (e)(2)-(4).

(g) Officer Acting On Own Motion. An Officer acting on its own motion, may review potentially erroneous executions that occur on the Exchange and may decline to take any action in connection with the completed transaction(s) or shall either: (i) declare such transaction(s) null and void or, (ii) if such transaction(s) occurred only on the Exchange and no contemporaneous transactions occurred on other market centers at a price that meets or exceeds the applicable Numerical Guidelines and if the Exchange has no actual knowledge of a clearly erroneous execution review of a contemporaneous transaction of the subject security on another market center, modify one or more of the terms of the transaction to achieve an equitable rectification of the error that would place the parties in the same position, or as close as possible to the same position that they would have been in, had the error not occurred. In all such events, the Officer will rely on the provisions of Sections (c)(1)-(3) of this Rule. Absent extraordinary circumstances, any such action of the Officer shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer must be taken by no later than the start of the Regular Trading Hours of the Exchange on the trading day following the date of execution(s) under review. When such action is taken independently, each party involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of subsection (e)(2)-(4) above.

(h) Trade Nullification and Price Adjustments for UTP Securities that are Subject of Initial Public Offerings ("IPOs"). Pursuant to SEC Rule 12f-2, as amended, the Exchange may extend unlisted trading privileges to a security that is the subject of an initial public offering when at least one transaction in the subject security has been effected on the national securities exchange or association upon which the security is listed and the transaction has been reported pursuant to an effective transaction reporting plan. A clearly erroneous execution may be deemed to have occurred in the opening transaction of the subject security if the execution price of the opening transaction on the Exchange is the lesser of $1.00 or 10% away from the opening price on the listing exchange or association. In such circumstances, the Officer shall decline to take action in connection with the completed transaction(s), declare the opening transaction null and void or if such transaction(s) occurred only on the Exchange and no contemporaneous transactions occurred on other market centers at a price that meets or exceeds the applicable Numerical Guidelines and if the Exchange has no actual knowledge of a clearly erroneous execution review of a contemporaneous transaction of the subject security on another market center, adjust the transaction price to the opening price on the listing exchange or association. Clearly erroneous executions of subsequent transactions of the subject security will be reviewed in the same manner as the procedure set forth in (e)(1). Absent extraordinary circumstances, any such action of the Officer pursuant to this subsection (h) shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer must be taken by no later than the start of the regular trading hours of the Exchange on the day following the date of execution(s) under review. Each party involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of subsection (e)(2)-(4) above.

(i) Securities Subject to Limit Up-Limit Down Plan. For purposes of this paragraph, the phrase "Limit Up-Limit Down Plan" or "Plan" shall mean the Plan to Address Extraordinary Market Volatility Pursuant to Rule 608 of Regulation NMS under the Act. The provisions of paragraphs (a) through (h) above and (j) through (k) below shall govern all Exchange transactions, including transactions in securities subject to the Plan, other than as set forth in this paragraph (i). If as a result of an Exchange technology or systems issue any transaction occurs outside of the applicable price bands disseminated pursuant to the Plan, an Officer of the Exchange or senior level employee designee, acting on his or her own motion or at the request of a third party, shall review and declare any such trades null and void. Absent extraordinary circumstances, any such action of the Officer of the Exchange or other senior level employee designee shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction. When extraordinary circumstances exist, any such action of the Officer of the Exchange or other senior level employee designee must be taken by no later than the start of regular trading hours on the trading day following the date on which the execution(s) under review occurred. Each Member involved in the transaction shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above. In the event that a single plan processor experiences a technology or systems issue that prevents the dissemination of price bands, the Exchange will make the determination of whether to nullify transactions based on paragraphs (a) through (h) above and (j) through (k) below.

(j) Multi-Day Event. A series of transactions in a particular security on one or more trading days may be viewed as one event if all such transactions were effected based on the same fundamentally incorrect or grossly misinterpreted issuance information resulting in a severe valuation error for all such transactions (the "Event"). An Officer, acting on his or her own motion, shall take action to declare all transactions that occurred during the Event null and void not later than the start of trading on the day following the last transaction in the Event. If trading in the security is halted before the valuation error is corrected, an Officer shall take action to declare all transactions that occurred during the Event null and void prior to the resumption of trading. Notwithstanding the foregoing, no action can be taken pursuant to this paragraph with respect to any transactions that have reached settlement date or that result from an initial public offering of a security. To the extent transactions related to an Event occur on one or more other market centers, the Exchange will promptly coordinate with such other market center(s) to ensure consistent treatment of the transactions related to the Event, if practicable. Any action taken in connection with this paragraph will be taken without regard to the Numerical Guidelines set forth in this Rule. Each member or member organization involved in a transaction subject to this paragraph shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above.

(k) Trading Halts. In the event of any disruption or malfunction in the operation of the electronic communications and trading facilities of the Exchange, another market center or responsible single plan processor in connection with the transmittal or receipt of a regulatory trading halt, suspension or pause, an Officer, acting on his or her own motion, shall nullify any transaction in a security that occurs after the primary listing market for such security declares a regulatory trading halt, suspension or pause with respect to such security and before such regulatory trading halt, suspension or pause with respect to such security has officially ended according to the primary listing market. In addition, in the event a regulatory trading halt, suspension or pause is declared, then prematurely lifted in error and is then re-instituted, an Officer shall nullify transactions that occur before the official, final end of the halt, suspension or pause according to the primary listing market. Any action taken in connection with this paragraph shall be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction and in no circumstances later than the start of regular trading hours on the trading day following the date of execution(s) under review. Any action taken in connection with this paragraph will be taken without regard to the Numerical Guidelines set forth in this Rule. Each member or member organization involved in a transaction subject to this paragraph shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action in accordance with the provisions of paragraph (e)(2) above.

Adopted: February 13, 2008 (NYSE-2008-09).

Amended: October 2, 2009 (NYSE-2009-103); September 10, 2010 (NYSE-2010-47); December 9, 2010 (NYSE-2010-80); April 7, 2011 (NYSE-2011-17); August 9, 2011 (NYSE-2011-41); August 11, 2011 (NYSE-2011-42); January 11, 2012 (NYSE-2011-69); August 1, 2012 (NYSE-2012-32); February 1, 2013 (NYSE-2013-11); September 26, 2013 (NYSE-2013-65); March 27, 2014 (NYSE-2014-17); June 19, 2014 (NYSE-2014-22).

Rule 128A. Publication of Transactions

• • • Supplementary Material: ------------------

.10 Duty of seller.—It is the duty of the seller to report the sale of a security in such manner as to facilitate the printing of the trade on the tape. Members should promptly call the attention of the appropriate person(s) to any error on or omission from the tape.

.11 Price not in dispute.—The publication of a transaction on the tape may not be objected to if the price at which it was made is not in dispute.

.13 Registered as to principal.—Transactions in bonds registered as to principal must be published on the tape and "sales sheet," * designated "Registered as to Principal."

.16 "Stopped" Securities.—Transactions in "stopped" securities shall be published on the tape and in the "sales sheet" * in sequence and included in the volume for the day. If a member so requests, such transactions shall be designated on the tape with the symbol "ST". A trade so designated is considered to be outside the regular bidding and offering rules and only the grantor of the "stop" and the broker who has been "stopped" may participate in such trade.

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Amended: Effective March 14, 1967; February 9, 1968; August 14, 1985; March 20, 2007 (NYSE-2006-37).

Rule 128B. Publication of Changes, Corrections, Cancellations or Omissions and Verification of Transactions

• • • Supplementary Material: ------------------

10 Publication on the tape or in the "sales sheet".—Publication of a change or a correction in a transaction which previously appeared on the tape, or publication of the cancellation of a transaction which previously appeared on the tape and which was properly rescinded, or publication of a transaction omitted from the tape may be made on the tape on the day of the transaction provided both buying and selling members or member organizations agree to the change in the transaction(s) and approval is received from a Floor Governor, Executive Floor Official, Senior Floor Official or Executive Floor Governor. In the event such publications are not made on the tape on the day of the transaction, they may be published on the tape at least ten minutes prior to the opening of business on the following business day or in the "sales sheet" * within three business days of the date of the transaction with the approval of both the buying and selling members and a Floor Official, provided the price of the transaction does not affect the high, low, opening or closing price of the security on the day of the transaction.

.12 Mechanical, system and clerical errors.—Erroneous publications made on the tape due to mechanical or system troubles or to clerical errors may be corrected on the tape on the day of the transaction, or on the tape by at least ten minutes prior to the opening of business on the following business day, or in the "sales sheet" * within three business days of the date of the transaction under the direction of an authorized NYSE Market employee.

.13 Other errors.—A correction in the amount of a transaction reported erroneously to the tape by a party to the transaction, may be published on the tape on the day of the transaction, or on the tape at least ten minutes prior to the opening of business on the following business day, or on the "sales sheet" * within three business days of the date of the transaction with the approval of a Floor Governor, Executive Floor Official, Senior Floor Official or Executive Floor Governor.

Members who wish to make requests to have publications made on the tape or in the "sales sheet" or to have verifications of transactions made, should first take up the matter as to procedure with a reporter in the Crowd where the security is dealt in or with the section supervisor at the post.

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Amended: August 14, 1985; September 30, 1985; June 17, 1991; March 17, 1995; effective June 7, 1995; February 27, 2006, effective March 8, 2006 (NYSE-2005-77); July 3, 2012 (NYSE-2012-20).

Rule 129. Oversight Services

The Board may from time to time impose such charge or charges on members and member organizations as it shall deem appropriate to reimburse the Exchange, in whole or in part, for regulatory oversight services provided to the membership by the Exchange.

Amended: June 28, 1978; October 31, 1983; January 1, 1984; January 1, 1985; January 1, 1986; January 14, 2008 (NYSE-2008-01); October 24, 2008 (NYSE-2008-46); February 26, 2013 (NYSE-2013-19).

Comparisons and Exchange of Contracts (Rules 130—143)

Rule 130. Overnight Comparison of Exchange Transactions

(a) Notwithstanding any other rule to the contrary, each transaction effected on the Exchange shall be compared or otherwise closed out by the close of business on the Exchange on the business day following the day of the contract.

(b) The provisions of paragraph (a) above shall apply regardless of whether the transaction has been submitted to a "Qualified Clearing Agency" for comparison or settlement, but such provisions shall apply only to contracts for "regular way", "next day" and "seller's option" settlement, as prescribed in Rule 14, in stocks, rights, warrants, "when issued" and "when distributed" securities. The provisions of paragraph (a) shall apply to contracts in listed bonds on and after June 1, 1993.

(c) To facilitate next day comparison of transactions effected on the Exchange as provided for in paragraph (a) above, by such time following any such transaction as the Exchange may prescribe, each member or member organization which is a party to the contract shall submit, or cause to be submitted, such trade data as may be required by the Exchange or the Qualified Clearing Agency it selects, in such form as the Exchange or the Qualified Clearing Agency shall prescribe, to:

(i) the Qualified Clearing Agency it selects; or

(ii) such facility as the Exchange may develop and implement to facilitate comparison of transactions effected on the Exchange; and,

(iii) in the case where a Qualified Clearing Agency will not be used to compare or settle the transaction, to the party or parties on the other side of the trade.

(d) Members and member organizations shall comply with such other rules and procedures as may be adopted by the Exchange or the Qualified Clearing Agency they select, for the comparison or settlement of transactions, for the resolution of uncompared or questioned trades, and for the collection and submission of audit trail data.

• • • Supplementary Material: ------------------

.10 For purposes of paragraph (b) of this Rule 130, the term "Qualified Clearing Agency" shall have the same meaning as set forth in paragraph .10 of Rule 132, provided further that a clearing agency shall be deemed a "Qualified Clearing Agency" only if it has established rules and procedures to facilitate next day comparison of transactions as provided for in paragraph (a) of this Rule 130.

.20 Transactions in securities admitted to dealings on the Exchange shall be submitted to the Exchange by issue or by type, as may be determined by the Exchange from time to time, for the comparison of trade information. Each clearing member shall be responsible for the submission of its own trade information to comparison and the transaction information of other members and member organizations that it has authorized to "give up" its name. Each clearing member shall file its trade information with the Exchange in accordance with the provisions of Rule 132.30.

.30 On each business day the Exchange shall compare the trade information submitted to it by each clearing member and by the Exchange for transactions effected in Exchange systems and shall issue lists to each such clearing member indicating the results of such comparison.

.40 Each clearing member shall designate the Qualified Clearing Agency or securities depository as to which its comparison data is to be transmitted for clearance and settlement, unless the parties to a contract have mutually agreed that such data shall not be so transmitted, or it has been so stated in the bid or offer, or the Exchange refuses to act in the matter. On each business day at or prior to such time as may be prescribed by each such Qualified Clearing Agency or securities depository, the Exchange shall transmit each clearing members' compared trades based on the comparison services performed by the Exchange on that day.

.50 The Exchange shall not be responsible or liable in any way whatsoever to any member, member organization, clearing member organization, Qualified Clearing Agency or securities depository for compared trades, the failure to compare trades or for any delays, errors or omissions in the comparison process or for the production and delivery of or for the failure to produce and deliver lists and reports.

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Adopted: March 15, 1989; effective September 15, 1990.

Amended: April 5, 1990; effective August 6, 1990; February 4, 1993; February 25, 2009 (NYSE-2009-17); March 17, 2009 (NYSE-2009-29); July 1, 2009 (NYSE-2009-59).

Rule 131. Comparison—Requirements for Reporting Trades and Providing Facilities

(a) Duty to Report Transactions

It shall be the duty of every member to report each transaction made by him on the Floor as promptly as possible, but no later than one hour after the close of business on that day to his office, to the office of the member or member organization clearing for him or his member organization, or to the office of his principal, as the case may be, where adequate facilities to effect comparison are maintained. The Exchange may change the time requirements specified herein as it may determine.

(b) Facilities for Comparison

Every clearing member and member organization shall maintain adequate facilities for the comparison of transactions, and shall keep them available during such hours as to enable other members and member organizations reasonably to complete comparisons as required by the Rules.

(c) Availability of Records

It shall be the duty of every member to have available, at his office, his records with regard to transactions effected by him on the Floor in order to enable other members and member organizations with whom or for whom transactions were made to make inquiry concerning such transactions. The requirements of this paragraph (c) notwithstanding, every member who effects transactions on the Floor shall have available on the Floor records of orders, original Floor Reports (or a facsimile thereof) and all other pertinent data relating to transactions that are uncompared from the previous business day.

(d) Availability of Representative

Every member and member organization shall have a representative qualified to answer inquiries regarding orders and trades present in the office until at least 4:30 p.m. every business day.

Amended: September 26, 1963.

Rule 131A. A Member Organization Shall Use Its Own Mnemonic When Entering Orders

(a) A mnemonic is a unique identifier issued by the Exchange to a member organization for order entry and execution identification purposes. Multiple mnemonics may be issued to a member organization at the Exchange's discretion.

(b) Mnemonics must be obtained from the Exchange by the member organization directly or by a clearing member organization on behalf of a member organization. A mnemonic will be assigned to only one member organization and each member organization assigned a mnemonic must designate its clearing member organization.

(c) Mnemonics obtained by a clearing member organization on behalf of a member organization that enters orders on the Exchange must be in the entering member organization's name.

(d) A member organization must use one of its own mnemonics when it enters an order on the Exchange to identify it as the entering firm.

(e) A member organization must use one of its own mnemonics when it uses its order entry system (proprietary and or vendor systems) to submit an order on the Exchange on its own behalf (proprietary and or agency orders) to identify it as the entering firm.

(f) A member organization that enters an order on the Exchange on behalf of a non-member must use its own mnemonic to identify it as the entering firm.

(g) A member organization that uses its order entry system to submit an order on the Exchange on behalf of another member organization must use its own mnemonic in the order's entering field to identify itself as the entering firm.

(h) When a member organization requests another member organization to handle the execution of its order on the Floor of the Exchange, the mnemonic of the requesting member organization must be placed in the order's entering firm field.

Adopted: December 18, 2006 (NYSE-2006-89).

Rule 132. Comparison and Settlement of Transactions Through A Fully-Interfaced or Qualified Clearing Agency

(a) Each party to a contract shall submit data regarding its side of the contract ("trade data") to a Fully-Interfaced Clearing Agency for comparison or settlement, but each party shall be free to select the Fully-Interfaced Clearing Agency of its choice for such purpose. Where the parties to a contract do not choose Fully-Interfaced Clearing Agencies for the comparison of such contract, they shall both submit trade data to the same Qualified Clearing Agency for comparison pursuant to the rules of such Clearing Agency and where such parties do not choose Fully-Interfaced Clearing Agencies for the settlement of such contract, they shall both submit the same transaction to the same Qualified Clearing Agency for settlement pursuant to the rules of such Clearing Agency; provided, however, that this paragraph (a) shall not apply if (i) it is otherwise stipulated in the bid or offer, (ii) it is otherwise mutually agreed upon by both parties to the contract, or (iii) the Fully-Interfaced or Qualified Clearing Agency selected by either party to the contract refuses to act in the matter.

(b) Transactions which are not submitted to a Qualified Clearing Agency for comparison pursuant to the rules of such Clearing Agency shall be compared in accordance with the Rules of the Exchange and transactions which are not submitted to a Qualified Clearing Agency for settlement pursuant to the rules of such Clearing Agency shall be settled in accordance with the Rules of the Exchange.

• • • Supplementary Material: ------------------

Definitions

.10 Definition of a Qualified Clearing Agency—The term "Qualified Clearing Agency" shall mean a clearing agency (as defined in the Securities Exchange Act of 1934) which (i) has been granted registration by the Securities and Exchange Commission under said Act, (ii) maintains facilities through which Exchange Contracts may be compared or settled, and (iii) has agreed to supply the Exchange with data reasonably requested in order to permit the Exchange to enforce compliance by its members and member organizations with the provisions of the Securities Exchange Act of 1934, the rules and regulations thereunder, and the Rules of the Exchange.

.20 Definition of Fully-Interfaced Clearing Agency—The term "Fully-Interfaced Clearing Agency" shall mean a Qualified Clearing Agency which, in conjunction with the Qualified Clearing Agency selected by the contra-party to the contract: (i) in the case of a submission for comparison, has established systems for effecting comparison of a securities contract which permits each party to the contract to submit its trade data to the Qualified Clearing Agency selected by it and (ii) in the case of a submission for settlement, has established systems for the settlement of securities contracts in a manner which does not require each party to a contract to be a participant in the same Qualified Clearing Agency.

.30 Regardless of whether or not a Fully-Interfaced or Qualified Clearing Agency is being used for the comparison and/or settlement of a round-lot regular way contract for the purchase or sale of a security entered into on the Exchange, each clearing member organization that is a party to such contract shall submit to a Fully-Interfaced or Qualified Clearing Agency, as defined above, in such form and within such time periods as may be prescribed by the Clearing Agency, or the Exchange, as appropriate, each of the following trade data elements:

(1) Name or identifying symbol of the security, as may be required by the clearing agency;

(2) Number of shares or quantity of security;

(3) Transaction price;

(4) Time the trade was executed;

(5) Executing broker badge number, or alpha symbol as may be used from time to time, in regard to its side of the contract;

(6) Executing broker badge number, or alpha symbol as may be used from time to time, of the contra side to the contract;

(7) Clearing firm number, or alpha symbol as may be used from time to time, in regard to its side of the contract;

(8) Clearing firm number, or alpha symbol as may be used from time to time, in regard to the contra side of the contract;

(9) Whether the account for which the order was executed was that of a member or member organization or of a non-member or non-member organization;

(10) Such other information as the Exchange may from time to time require.

Each clearing member organization that is a party to a round lot non-regular way contract for the purchase or sale of a security entered into on the Exchange shall submit each of the trade data elements referred to above to the Exchange, in such form and within such time periods as the Exchange may prescribe.

.40 It shall be the obligation of each member effecting a transaction on the Floor, whether acting as agent for another member or otherwise, to supply items (1) through (8) of the above-specified trade data to the clearing member organization for his side of the transaction for submission by such clearing member organization. The clearing member organization shall, as provided in paragraph .30 above, submit such data to a Fully-Interfaced or Qualified Clearing Agency, or to the Exchange as prescribed above. It shall also be the duty of each member to promptly upon effecting the transaction, notify the reporter in the Crowd, or such other individual as the Exchange may deem appropriate, of his broker badge number, or alpha symbol as may be used from time to time, and any other information in regard to the contract as the Exchange may determine from time to time.

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Amended: September 3, 1964; July 31, 1978; April 17, 2003 (NYSE-99-51).

Rule 132A. Deleted

Deleted.

Adopted: April 17, 2003 (NYSE-99-51).

Amended: October 7, 2011 (NYSE-2011-49).

Rule 132B. Deleted

Deleted.

Adopted: April 17, 2003 effective October 17, 2003 (NYSE-99-51).

Amended: July 14, 2004 (NYSE-2004-38); December 14, 2005 (NYSE-2005-87); March 22, 2006 (NYSE-2004-05); October 5, 2006 (NYSE-2006-82); November 27, 2006 (NYSE-2006-65); June 14, 2007 (NYSE-2007-51); October 31, 2007 (NYSE-2007-96); August 7, 2008 (NYSE-2008-45); October 24, 2008 (NYSE-2008-46); March 17, 2009 (NYSE-2009-29); July 21, 2009 (NYSE-2009-08); October 7, 2011 (NYSE-2011-49).

Rule 132C. Deleted

Deleted.

Adopted: April 17, 2003 effective October 17, 2003 (NYSE-99-51).

Amended: October 7, 2011 (NYSE-2011-49).

Rule 133. Comparison—Non-cleared Transactions

Comparison of transactions in securities executed on the Exchange, which are not submitted to the Exchange or to a Qualified Clearing Agency for comparison pursuant to the rules of such Exchange or Qualified Clearing Agency shall be effected in the following manner:

(1) Each selling member and member organization shall send to the office of the buyer in respect of each sale a comparison form in duplicate on the same business day of the transaction, but not later than 5:00 p.m. on that day;

(2) The party to whom the comparison is presented shall retain the original, if it be correct, and immediately return the duplicate duly signed;

except that transactions for delivery on the business day following the day of the contract shall be compared, in the manner prescribed herein, no later than one hour after the closing of the Exchange on the day of the transaction.

Amended: September 20, 1961; September 3, 1964; June 28, 1978; April 5, 1990; effective August 6, 1990; February 4, 1993.

Rule 134. Differences and Omissions-Cleared Transactions

("QTs")

(a) When a clearing member organization submits a transaction in a listed stock or in a listed bond which it executed on the Exchange to the Exchange or to a Qualified Clearing Agency pursuant to the rules of such Exchange or Qualified Clearing Agency as a comparison item, and learns that it is uncompared, it shall resolve such comparison item on the first business day after the trade date through the facilities of the Correction System (the "System") during the time that such System is available for use.

(b) Beginning on the morning of the first business day after the trade date, it shall be the responsibility of each clearing member organization to review its file of uncompared transactions, if any, displayed on a terminal provided by the Exchange for such purpose and make any necessary additions, deletions or changes to its data no later than 12:00 PM on that same day. When a clearing member organization adds an uncompared transaction to its file, it must include the time of the execution and the badge number of its executing broker and the badge number of the contra-broker.

(c) Beginning at 12:01 PM on the first business day after the trade date (or earlier in the case of transactions effected for delivery on the business day following the day of the transaction), the clearing member organization's members that executed the uncompared transactions shall begin to resolve such uncompared transactions by comparing their records with the data displayed on the terminal by the contra-parties to the transactions.

(1) When the executing broker for the clearing member organization is a "$2" broker or a DMM, the clearing member organization shall notify the "$2" broker or the DMM of the uncompared transaction by presenting him or her with a copy of the details of the transaction produced by the System. Such notification shall be made no later than 1:00 PM on the first business day after the trade date. The clearing member organization shall provide the "$2" broker or the DMM with copies of all relevant Floor Reports at the same time the uncompared trade is presented.

(2) When a clearing member organization has an uncompared transaction which it submitted to comparison (but did not execute) for a non-clearing member organization, it shall notify the non-clearing member organization of the uncompared trade by presenting it with a copy of the details of the trade produced by the System.

Such notification shall be made no later than 1:00 PM on the first business day after the trade date. The member of the non-clearing member organization that executed the uncompared transaction shall begin immediately to resolve the trade. If a "$2" broker or a DMM executed the transaction on behalf of the non-clearing member, he shall be provided with copies of all relevant Floor Reports at the same time the uncompared trade is presented.

(d)

(i) No member shall be permitted to effect transactions on the Floor unless such member: (a) maintains an error account at a registered broker or dealer in his or her name, or in the name of his or her member organization; or (b) such member participates in an error account established for a group of members ("group error account"). A member shall maintain only one error account as referenced above for the resolution of errors related to transactions executed on the Exchange Floor. For orders initiated and/or routed from a member organization's booth premise operating pursuant to Exchange Rule 70.40, member organizations are prohibited from processing errors related to transactions on another market center in its Exchange required error account.

(ii) Any transaction effected on the Floor which results in a member or member organization assuming or acquiring a position in a security as a result of an error and any transaction initiated on the Floor by a member to offset a transaction made in error shall be cleared in the member's or his or her member organization's error account or group error account unless the customer accepts the error transaction, or the DMM in the security accepts the error transaction as a trade on "account of error". Any transaction initiated on the Floor by a member to offset a transaction made in error shall be evidenced by a time stamped order ticket indicating that the transaction is to cover an error.

(iii) Records as to all errors shall be maintained by the member or his or her member organization. Such records shall include the audit trail data elements prescribed in Rule 132, as well as the nature and amount of the error, the means whereby the member resolved the error with the member or member organization that cleared the error trade on the member's behalf, the aggregate amount of liability that the member has incurred and has outstanding, as of the time each such error trade entry is recorded, and such other information as the Exchange may from time to time require.

(iv) When a clearing member organization ceases to carry a member's or member organization's error account, the clearing member organization must notify the Exchange in writing immediately, but in no event later than the opening of trading on the following business day.

(v) No trading may take place in an error account that is not related to an error.

• • • Supplementary Material: ------------------

.10 The term "registered broker or dealer" as used in this Rule shall mean any broker or dealer registered in accordance with Section 15(b) of the Securities Exchange Act of 1934.

.20 An error may be resolved by the customer accepting the error transaction as executed and a member or member organization paying the customer to settle the amount of the error (a "difference check"). Detailed records of the type contained in (d)(iii) shall be maintained by the member or member organization of each transaction which resulted in a difference check of more than $500, or for which a customer refused a difference check of any amount.

.30 If the customer does not accept the erroneous transaction and the order cannot be executed on its original terms or better in the then current market, the member must issue a report from the member's or his or her member organization's error account, or with the prior approval of the DMM, from the DMM's account. Such report may be confirmed to the customer as an Exchange transaction provided there is a liquidation transaction on the Exchange in the error account.

.40 Every member not associated with a member organization, and every member associated with a member organization which derives at least 75% of its revenue from floor brokerage based on execution of orders on the Floor shall report to the Exchange error transactions in such member's or his or her member organization's account which result in a profit of more than $500 for any transaction, or for more than $3,000 in any calendar week. Such reports shall contain a detailed record of the errors and liquidating transaction.

------------------

(e)

(i) Clearing member organizations shall resolve all uncompared transactions as either OK or DK no later than 6:00 PM on the first business day after the trade date by inserting the appropriate response next to each uncompared transaction contained in the System's file; provided, however, that if the transaction is for delivery on the business day following the day of the transaction, it shall be resolved no later than 2:00 PM on such day.

(ii) In order that clearing member organizations can comply with the above requirement, "$2" brokers, DMMs and non-clearing members having uncompared transactions presented to them must respond no later than 5:00 PM, except when a non-clearing member organization has re-transmitted an uncompared trade to a "$2" broker or a DMM, the non-clearing member has until 5:30 PM to respond to its clearing member organization.

(iii) At the close of business on the trade date but no earlier than 5:00 PM, the Exchange shall assign a DMM Unit as the contra party to any unresolved omnibus account imbalance still remaining in the Online Comparison System.

(iv) At the close of business on the first business day after the trade date after the conclusion of the processes described in sections (e)(i) and (ii) of this Rule, but no earlier than 7:00 PM, the Exchange shall assign a Floor broker's clearing member organization as the contra party to any uncompared e-Quote transaction still remaining in the Online Comparison System.

(v) The time requirements set forth in Paragraphs (b), (c) and (e) may be changed from time to time as the Exchange may determine. However, the time for resolving transactions as either OK or DK set forth in Paragraph (e)(i) shall not be extended past the time that the System is available for use on any business day.

(f)

(i) Transactions agreed upon as OK by a clearing member organization by entering the appropriate response into the System may not be subsequently DK'd by the clearing member. Transactions agreed upon as DK by a clearing member organization by entering the appropriate response into the System may not be subsequently OK'd by the clearing member.

(ii) Transactions which have been DK'd by a clearing member organization by entering the appropriate response into the System may be closed out by the questioning firm under the provisions of Rule 282 and the printed record of such response produced by the System shall constitute the notice requirement of Rule 282.

(g) For the purposes of this rule an "error" occurs as described in this subsection (g) and (h) below. When an order is executed outside of the customer instructions as entered in the electronic order tracking system of the Exchange pursuant to Rule 123(e). This includes, but is not limited to:

(i) When a held or a not held order is executed in:

(a) the wrong security; or

(b) on the wrong side of the market; or

(c) at a price outside the limit price of the order; or

(d) is over bought or over sold; or

(e) duplicates an execution.

(ii) When an error is committed in the execution of a not held order as it relates to symbol, side, or price as noted in (i) above, which causes such not held order to remain unexecuted.

(h) When: (i) there is a failure to execute a held order when market conditions permitted; or (ii) when a not held order remains unexecuted, in whole or in part, due to the order being lost or misplaced, or as a result of a system malfunction. A system malfunction is the failure of physical equipment, devices and/or programming employed by the Floor broker or otherwise provided by the Exchange and used in the execution of orders.

(i) The Floor broker must maintain a signed, time-stamped record, including supporting documentation of such error.

(j)

(i) For the types of errors referred to in (h)(ii) above, such record and supporting documents must be provided to the Exchange Division of Market Surveillance prior to the opening of the Floor on the next trade date following the error.

(ii) With respect to the errors described in (h)(ii) above, the Floor broker may execute the order in alignment with half the volume of each Exchange tape print up to the size of the order between the time that the order was entered and the time that the Floor Broker realized that the order was lost, misplaced or not executed as a result of a system malfunction. If executing half the volume of an order based on the Exchange tape print would result in more than a unit of trading, but not a multiple thereof (such as 150 shares), the customer would be entitled to the nearest full unit of shares rounded down (such as 100 shares).

(iii) If the Floor broker fails to provide sufficient documentation, (which must include, but is not limited to, the date and time of the error, the date and time the error was discovered, the size of the error, the stock in which the error occurred, the original instructions, the names of all involved parties including the client and any upstairs trader, a detailed narrative of how the error occurred, detail narrative of discussions with relevant parties, the steps taken to correct the error and the ultimate resolution of the error) prior to the next trade date following the error, the Floor broker is prohibited from relying on the provisions of (j)(ii) above.

• • • Supplementary Material: ------------------

.10 Orders Stored in Exchange Systems.-Differences and omissions with respect to transactions involving orders stored in Exchange Systems shall be resolved pursuant to the procedures set forth in Rule 115A.30.

------------------

Adopted: April 5, 1990; effective August 6, 1990.

Amended: February 4, 1993; September 6, 2001 effective February 4, 2002 (NYSE-99-25); June 5, 2007 (NYSE-2006-28); June 14, 2007 (NYSE-2007-51); September 15, 2008 (NYSE-2008-80); October 24, 2008 (NYSE-2008-46); March 17, 2009 (NYSE-2009-29); May 29, 2009 (NYSE-2009-50); July 9, 2010 (NYSE-2010-48); July 16, 2012 (NYSE-2012-25).

Rule 135. Differences and Omissions—Non-cleared Transactions ("DK's")

(a) When a comparison of a transaction executed on the Exchange which is not submitted to the Exchange or to a Qualified Clearing Agency for comparison pursuant to the rules of such Exchange or Qualified Clearing Agency is received and the recipient has no knowledge of the transaction, the comparison shall be stamped "Don't Know," dated and initialed by the person so marking the same, and the comparison form, so stamped, shall be returned immediately to the seller; and

(b) when the buyer has not received a comparison from the seller, or when comparison cannot be made because of a difference, the buyer shall communicate that fact by telephone to the seller as soon as possible, but not later than the opening of the Exchange on the first business day following the day of the transaction; and

(c) when a comparison form has been returned to the seller stamped "Don't Know," or if, for any reason, comparison cannot be made, the parties shall, as soon as possible, but not later than 12:01 PM on the first business day following the day of the transaction, report the transaction to the executing Floor broker or brokers; and

(d) the Floor broker or brokers to whom such a transaction is reported shall investigate it immediately and resolve the transaction as either OK or DK no later than 6:00 PM on such day; provided, however, that, if the questioned transaction is one for delivery on the business day following the day of the transaction, it shall be handled as provided above and reported to the executing Floor broker or brokers as soon as possible, but in any event prior to the opening of the Exchange on the business day following the day of the transaction, and resolved no later than 2:00 PM that same day.

The provisions of this rule do not apply to transactions which are submitted to the Exchange or to a Qualified Clearing Agency for comparison pursuant to the rules of such Qualified Clearing Agency.

• • • Supplementary Material: ------------------

.10 Sample "Don't know" stamp.—

DON'T KNOW

Jones & Smith

Date ....

Per ....

------------------

Amended: September 20, 1961; July 31, 1978; April 5, 1990; effective August 6, 1990; February 4, 1993.

Rule 136. Comparison—Transactions Excluded from a Clearance

A transaction which was submitted to the Exchange or to a Qualified Clearing Agency for comparison pursuant to the rules of such Exchange or Qualified Clearing Agency, but which has been excluded for any reason by such Exchange or Qualified Clearing Agency and has not otherwise been compared through the facilities or pursuant to the rules of such Exchange or Agency shall be compared, in the manner provided in Rule 133, as promptly as possible after the parties thereto have been advised that the transaction has been excluded.

Amended: September 20, 1961; July 31, 1978; February 4, 1993.

Rule 137. Written Contracts

On "seller's option" transactions in stocks, on "seller's option" transactions in bonds for more than seven days, as prescribed in Rule 14 and on all transactions made "when issued" or "when distributed," that are not submitted to the Exchange or to a Qualified Clearing Agency for comparison pursuant to the rules of such Exchange or Qualified Clearing Agency, written contracts shall be exchanged not later than one hour after the close of business on the same business day of the transaction.

Powers of attorney to employees

Such contracts must be signed by a member, a general partner or a duly authorized officer of a member organization; or the member or member organization may authorize one or more employees to sign them in the name of such member or member organization with the same effect as if the name of such member or member organization had been signed under like circumstances by such member, general partner or duly authorized officer of a member organization by executing and filing with the Exchange, in the form prescribed by it, a Power of Attorney or authorization for each person so authorized.

Before the name of any member corporation is affixed to such a contract by an officer or employee thereof, the member corporation shall file with the Exchange in the form prescribed by it evidence that such officer or employee has been authorized to sign such contracts on behalf of the member corporation.

Liability

When written contracts have been exchanged, only the members or member organizations whose names have been so signed thereon shall be liable.

Amended: February 28, 1957, effective March 18, 1957; July 31, 1978; April 5, 1990; effective August 6, 1990; February 4, 1993; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 137A Samples of Written Contracts

• • • Supplementary Material: ------------------

.20 "Seller's option" contract for stock.—

Shares. New York 20..

have {{SOLD to/PURCHASED of}

shares of the Stock of the at .per share payable and deliverable , either party having the right to call for deposits, according to the requirements of the Constitution and Rules of the New York Stock Exchange; and on the failure of the party called upon to comply therewith, this contract shall mature, with the right and authority to the party not in default to close the contract in accordance with the Rules of the New York Stock Exchange.

.30 "When Issued" or "When Distributed" contract.—

.........................

(Firm name)

Date ...............


Sold to Purchased From

Quantity

Description of
Security

Price






------------------

• • • Supplementary Material: ------------------

This contract shall be settled and payment therefore made at such time and place, in such manner, and by the delivery of such securities and/or other property as the Exchange may determine, or shall be canceled and thereafter shall be null and void if the Exchange determines that the plan or proposal pursuant to which the securities were to be issued or distributed has been abandoned or materially changed or that the securities which are the subject of the contract have been materially changed. During the pendency of this contract either party shall have the right to call for a mark to the market, and upon failure of the other party to comply therewith the party not in default may close this contract in accordance with the requirements of the Exchange.

------------------

Amended: July 31, 1978; February 4, 1993; March 20, 2007 (NYSE-2006-37); February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 138. Give-Ups

Time for Effecting

An original party to a transaction may give up to the other original party to said transaction, the names of other members or member organizations, but such giving up or the acceptance thereof shall not constitute a substitution of principals. Such give-ups shall be effected either at the time of the transaction or within one hour and a half after the time of the transaction; except that the time limit for effecting give-ups on any day shall be one hour after the closing of the Exchange on the day of the transaction. Give-ups effected at any time other than at the time of the transaction on transactions which are not to be cleared through Stock Clearing Corporation shall be in writing and delivered to the party on the other side of the transaction.

Give-Up Transactions in Securities Which Are to Be Cleared Through Stock Clearing Corporation

A clearing member so given up shall indicate the clearing number of the executing party on such forms, at such times, and in the manner prescribed by the Rules of Stock Clearing Corporation.

Duty of Comparison

The members or member organizations so given up shall have the same duty of comparison as original parties; and no original party shall refuse to compare with the members or member organizations given up as provided in this Rule.

In the event a give-up is not effected within the time limit specified in this Rule, the transaction shall be compared and cleared by the party who failed to give up.

• • • Supplementary Material: ------------------

.10 "Clearing number" defined.—The term "clearing number" means the Stock Clearing Corporation number assigned to a Clearing Member or the Commission Bill number assigned to a Non-Clearing Member.

------------------

Amended: September 3, 1964.

Rule 139. Recording

When names are given up on transactions, members or member organizations so given up or receiving such give-ups shall immediately record such names on their blotters or other records, and shall use the names, so given up, on exchange tickets and comparisons, or when exchanging contracts.

Amended: September 3, 1964.

Rule 140. Members Closing Contracts—Conditions

A member or member organization may close a contract as provided in Rule 283 in the event that:

(1) He or it has been advised that the other party to the contract does not recognize the contract; or

(2) the other party to the contract neglects or refuses to exchange written contracts pursuant to Rule 137.

Rule 141. "Fail to Deliver" Confirmations

If delivery on a contract has not been made on the due date, other than a contract which has been submitted to a Qualified Clearing Agency for settlement pursuant to the rules of such Qualified Clearing Agency, either the buyer or the seller may, while such contract remains open, send to the other party, in duplicate, a "fail to deliver" confirmation.

When a "fail to deliver" confirmation is sent to a member or member organization, the party to whom the confirmation is presented shall retain the original, if it be correct, and promptly return the duplicate stamped and initialed; if such party has no knowledge thereof, the confirmation shall be stamped in the manner provided in Rule 135(a).

Amended: July 11, 1974; July 31, 1978.

Rule 142. Effect on Contracts of Errors in Comparison, etc.

No comparison or failure to compare, and no notification or acceptance of notification of failure to receive or failure to deliver, notwithstanding the fact that the transaction has been submitted to the Exchange or to a Qualified Clearing Agency, shall have the effect of creating or of canceling a contract, or of changing the terms thereof, or of releasing the original parties from liability.

Amended: June 28, 1978; February 4, 1993.

Rule 143. Stock Clearing Corporation Orders

Rescinded effective June 28, 1978.

Loans (Rules 151—161)

Rule 151. Delivery Day

Rescinded effective March 20, 1985.

Rule 152. Failure to Deliver

Rescinded effective March 20, 1985.

Rule 153. Premiums and Interest

Rescinded effective March 20, 1985.

Rule 154. Renewal Premium

Rescinded effective March 20, 1985.

Rule 155. Renewal Interest Rate

Rescinded effective March 20, 1985.

Rule 156. Premiums for One Day Only

Rescinded effective March 20, 1985.

Rule 157. Premiums on Basis of Dollars

Rescinded April 3, 1975 effective May 1, 1975.

Rule 158. Settlement of Accrual Premiums or Interest

Rescinded effective March 20, 1985.

Rule 159. Loans Must Be Completed

Rescinded effective March 20, 1985.

Rule 160. Notice for Return

Rescinded effective March 20, 1985.

Rule 161. Exchange Employees Not to Participate

Rescinded effective March 20, 1985.

Marking to the Market (Rules 165—168)

Rule 165. Demands for Marking to the Market

The party who is partially unsecured by reason of a change in the market value of the subject of a contract, other than a contract as to which marks-to-the-market are goverened by the rules of a Qualfied Clearing Agency, may demand from the other party the difference between the contract price and the market price. The party from whom such difference is demanded shall immediately either (1) pay the same directly or through the facilities of a Qualified Clearing Agency if permitted by the rules of such Clearing Agency to the party who is partially unsecured, in which case the money so paid shall bear interest at the current renewal rate for call loans, except in the case of a loan of securities when the money so paid shall be considered part of such loan, or (2) deposit the same with a Qualified Clearing Agency specified by the partially unsecured party, if permitted by the rules of such Clearing Agency.

Amended: July 11, 1974; January 18, 1977; June 28, 1978.

Rule 166. Demands for Marking—Procedure

All demands for the difference between the contract price and the market price shall be made during the hours when the Exchange is open for business, shall be in writing and shall be delivered at the office of the party upon whom the demand is made and shall be complied with immediately.

Rule 167. Deposits Through Clearing Members Only

Rescinded effective June 28, 1978.

Rule 168. Failure to Comply with Demand

If a party to a contract shall fail to comply with the provisions of Rule 165, the other party to such contract may cause the same to be closed as provided in Rule 284.

Settlement of Contracts (Rules 175—227)

Rule 175. Extension or Postponement of Contracts—Power of Board

Anything contained in the Rules to the contrary notwithstanding, (1) the Board of Directors may extend or postpone the time for the performance of Exchange contracts whenever in its opinion such action is called for by the public interest, by just and equitable principles of trade, or to meet unusual conditions; and

(2) unless otherwise directed by the Exchange, all contracts which would otherwise be due on any day on which deliveries are suspended under clause (1) shall be due and settled on the next day on which deliveries are resumed and all other contracts due for settlement after any day on which deliveries are so suspended shall be settled on the original due dates of such contracts.

Rule 176. Delivery Time

Deliveries of securities (except as provided in Rule 177) and except for securities to be delivered pursuant to the rules of a Qualified Clearing Agency shall be due before 11:30 a.m., unless the Exchange shall advance, extend or otherwise direct with respect to the time within which such deliveries shall be due.

Amended: August 12, 1968; July 11, 1974; June 28, 1978.

Rule 177. Delivery Time— "Cash" Contracts

Deliveries against transactions made for "cash", as prescribed in Rule 14 at or before 2:00 p.m. shall be due before 2:30 p.m. Deliveries against transactions made for "cash" after 2:00 p.m. shall be due within thirty minutes after the time of the transaction.

Amended: February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 178. Contracts Due on Holidays or Saturdays

All contracts which would otherwise fall due on a day other than a business day shall mature on the succeeding business day, unless otherwise agreed.

The Exchange may, however, in any specific case, direct otherwise.

Amended: February 17, 1966.

Rule 179. "Seller's Option"

When securities have been sold "seller's option,", as prescribed in Rule 14, delivery shall be due on the day of the expiration of the option (unless such day is other than a business day, when Rule 178 shall apply) but may be made at the option of the seller on any business day prior thereto upon one day's written notice. Such notice must be given by the seller before 4:00 p.m. and may not be given until the day when delivery would have been due if the contract had been made "regular way""

Effect of notice

A notice given pursuant to the provisions of this Rule shall be considered as in full force until delivery is made.

Amended: February 9, 1968; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 180. Failure to Deliver

If securities which are to be delivered pursuant to the rules of a registered clearing agency are not so delivered, the contract may be closed as provided in the rules of said registered clearing agency. If not so closed or if there is a failure to deliver securities which are to be delivered pursuant to Rule 176 or Rule 177, and in the absence of any notice or agreement, the contract shall continue without interest until the following business day; but in every such case of non-delivery of securities, the party in default shall be liable for any damages which may accrue thereby. All claims for such damages shall be made promptly.

When the parties to a contract are both participants in a registered clearing agency which has an automated service for notifying a failing party of the liability that will be attendant to a failure to deliver and that contract was to be settled through the facilities of said registered clearing agency, the transmission of the liability notification must be accomplished through use of said automated notification service.

Amended: July 11, 1974; June 28, 1978; January 19, 2007 (NYSE-2006-57).

Rule 181. Delivery by Certificate or Transfer—Personal Liability

The receiver of shares of stock other than shares deliverable pursuant to the rules of a Qualified Clearing Agency shall have the option, prior to the date delivery is made, of requiring the delivery to be made either in certificates therefor or by transfer thereof; except that in cases where personal liability attaches to ownership, the seller shall have the right to make delivery by transfer.

The right to require receipt or delivery by transfer shall not obtain while the transfer books are closed.

Amended: July 11, 1974; June 28, 1978.

Rule 182. Charges on Transfer

If the transfer of securities entails any expense (such as transfer fees, additional taxes, etc.) which is not ordinarily payable on a sale of such securities, the expense shall be borne by the party at whose instance the transfer is made.

If delivery is made during the closing of the transfer books with an assignment executed as provided in Rule 202, 203, or 214, the expense of making transfer shall be borne by the party who first delivered the security during the closing of the transfer books.

The Exchange may in any particular case direct otherwise.

Rule 183. Payment on Delivery

In all deliveries of securities other than securities deliverable pursuant to the rules of a Qualified Clearing Agency, the party delivering shall have the right to require the purchase money to be paid upon delivery; if delivery is made by transfer, payment may be required at the time and place of transfer.

Amended: January 18, 1977; June 28, 1978.

Rule 184. Damages Not To Be Deducted

Parties receiving securities shall not deduct from the purchase price any damages claimed for non-delivery, except with the consent of the party delivering the same.

Rule 185. Denominations on Delivery

Unless otherwise agreed, stock certificates physically delivered in settlement of contracts in stocks:

(1) in which the unit of trading is 100 shares, shall be for the exact amount of the trading unit, for smaller amounts aggregating the trading unit, or for any multiple of the trading unit;

(2) in which the unit of trading is less than 100 shares, shall be for the exact amount of stock sold, or for smaller amounts aggregating the amount sold;

(3) for less than the unit of trading, shall be for the exact amount of stock sold, or for smaller amounts aggregating the amount sold;

provided, however, that stock certificates in the above denominations may be delivered only when such certificates have been prepared in accordance with the engraving requirements of the Exchange.

Amended: May 19, 1966; July 11, 1974.

Rule 186. Bonds—Denominations on Delivery

Unless otherwise agreed, bonds physically delivered in settlement of contracts in bonds shall be made in denominations of the trading unit; or multiples thereof; in amounts of $500 multiples aggregating the trading unit; or multiples thereof, when exchangeable without charge for bonds in the unit of trading, but in no event a denomination larger than $100,000. Larger than $100,000 pieces will be a delivery if prepared in accordance with the engraving requirements of the Exchange.

Amended: October 18, 1962; September 19, 1963; July 11, 1974; December 12, 1974.

Rule 187. Bonds—Deliverability

Unless otherwise agreed, contracts in bonds, which are issuable either in coupon or registered form and which are settled by physical delivery, may be settled by delivery of bonds in either form in the denominations permitted by Rule 186; provided, however, that such bonds shall be

(1) interchangeable, without charge;

(2) prepared in accordance with the engraving requirements of the Exchange; and

(3) exchangeable and transferable in the Borough of Manhattan, City of New York.

• • • Supplementary Material: ------------------

.10 The Exchange will designate those issues which meet the foregoing requirements and may be dealt in and delivered interchangeably.

------------------

Amended: September 19, 1963; July 11, 1974.

Rule 188. "Small" Bonds— "Large" Bonds

Coupon bonds in denominations of less than $500 shall be designated as small bonds, and in denominations of more than $1,000, except as provided in Rule 186, as large bonds, and shall, when physically delivered, be a delivery only when dealt in specifically as such.

Amended: July 11, 1974.

Rule 189. Unit of Delivery

Except for contracts to be settled pursuant to the rules of a Qualified Clearing Agency, the buyer shall accept any portion of a lot of securities contracted for if tendered in lots of one trading unit or multiples thereof, and may buy in the undelivered portion as provided in Rule 284, but on sales made "seller's option,", as prescribed in Rule 14 the buyer shall not be required to accept, before the date of the expiration of the option, a portion of a lot of securities contracted for.

Amended: February 9, 1968; July 11, 1974; June 28, 1978; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 190. Deliveries of Failures

On delivery of a failure to deliver item, other than in respect of a contract to be settled pursuant to the rules of a Qualified Clearing Agency, carried forward from a previous day the party making the delivery shall place upon the delivery ticket the words "Account Failure" giving the date on which delivery was originally due, and the date on which delivery is made.

Amended: July 11, 1974; June 28, 1978.

Rule 191. Foreign Currency Bonds

All contracts in bonds issued in foreign currencies shall be settled on the basis of that currency or a currency agreed upon by the contra parties.

Amended: August 16, 1988.

Rule 192. "Part-paid" Securities

Securities which have been partly paid for on subscription shall be designated as "part-paid" securities.

The settlement price of contracts in "part-paid" securities shall be determined by deducting from the contract price the unpaid portion of the subscription price.

• • • Supplementary Material: ------------------

.10 Method of computation.—(To illustrate the method of computing the settlement price of "part-paid" securities, the following example is given:

If the subscription price on an issue of stock is $97 per share and $50-Paid receipts are dealt in ($47 per share remaining to be paid) and if a contract is made at $98.50, the price at which the contract would be settled is $51.50, i.e., $98.50, less $47.)

------------------

Amended: August 30, 2000 effective August 28, 2000 (NYSE-00-22 Amendment #1); July 29, 2002 (NYSE-2002-12).

Rule 193. "Part-redeemed" Bonds

Unless otherwise directed by the Exchange, bonds which have been redeemed or repaid in part shall be designated as "part-redeemed" bonds.

Contracts in "part-redeemed" bonds shall be made and settled on the basis of a percentage of the original principal amount thereof.

• • • Supplementary Material: ------------------

.10 Method of computation.—(To illustrate the method of dealing and computing the settlement price of "part-redeemed" bonds, the following example is given:

A sale at 70 of a bond on which a principal payment of 25% has been made (reducing the principal of the bond to $750), would represent a sale of the $750 bond at a price of $700, being 70% of $1,000.)

------------------

Rule 194. Stamp Taxes

Each delivery of securities subject to tax on transfer or sale must be accompanied by a sales ticket stamped in accordance with the laws of the applicable jurisdiction, provided however, that, as to securities delivered pursuant to the rules of a Qualified Clearing Agency, the rules of such Agency shall govern the payment of any such tax.

Amended: January 18, 1977; June 28, 1978.

Rule 195. Assignments

(a) A certificate of stock, a registered bond, or other registered security shall be accompanied by a proper assignment, executed either on the certificate itself or on a separate paper, in which latter case there shall be a separate assignment for each certificate or bond.

(b) Separate assignments

A separate assignment shall contain provision for the irrevocable appointment of an attorney, with power of substitution and a full description of the security, and shall be in the form approved by the Exchange. The number of shares of stock or the principal amount of a bond shall be expressed in both words and numerals.

(Form No. 2 or 3, [page 2851]. Special forms of assignment required in assigning registered certificates of the corporate stock of the City of New York which are obtainable at the office of the Comptroller of the City of New York.)

Rule 196. Power of Substitution

The following procedure must be followed in the delivery of securities, except for securities to be delivered pursuant to the rules of a Qualified Clearing Agency:

When the name of an individual or member organization has been inserted in an assignment, as attorney, a power of substitution shall be executed in blank by such attorney.

When the name of an individual or member organization has been inserted in a power of substitution, as substitute attorney, a new power of substitution shall be executed in blank by such substitute attorney.

When the name of a Qualified Clearing Agency or nominee thereof has been inserted in an assignment, as attorney, or in a power of substitution, as substitute attorney, a power of substitution shall be executed in blank by such Qualified Clearing Agency or nominee thereof as provided in Rule 200.

(Form No. 1 [page 2851].)

Amended: Effective June 12, 1962; May 19, 1966; January 4, 1973; January 18, 1977; June 28, 1978; October 30, 1992.

Rule 197. Alterations or Corrections

Any alteration or correction in an assignment, power of substitution, or other instrument shall be accompanied by an explanation on the original instrument, signed by the person, firm or corporation executing the same.

Rule 198. Signatures

The signature to an assignment or power of substitution shall be technically correct, i.e., it shall correspond with the name as written upon the certificate in every particular without alteration or enlargement, or any change whatever, except that in the case of a firm "and" or "&," "Company" or "Co." may be written either way.

Rule 199. Corporate Assignments

A certificate in the name of a corporation (except as provided in Rule 200(a) hereof) or an institution, or in a name with official designation, shall be a delivery only if the statement "Proper papers for transfer filed by assignor" is placed on the assignment and signed by the transfer agent.

Amended: September 17, 1953; October 30, 1992.

Rule 200. Assignments—By Member Organizations

(a) A member, member firm, member corporation or Qualified Clearing Agency or nominee thereof may (i) assign registered securities in its name and on its behalf, (ii) guarantee the signature to an assignment of registered securities, (iii) execute powers of substitution and (iv) effect other certifications and guarantees incident to the transfer, payment, exchange, purchase or delivery of registered securities, including, but not limited to, erasure guarantees, one-and-the-same guarantees and situs certifications, by applying a manually stamped or mechanically reproduced medallion adopted as provided in this Rule 200. A security registered in the name of a member, member firm, member corporation or Qualified Clearing Agency or nominee thereof shall be a delivery provided the assignment is executed by applying the medallion of such member, member firm, member corporation, Qualified Clearing Agency or nominee adopted in accordance with this Rule 200.

(b) A member, member firm, member corporation or Qualified Clearing Agency or nominee thereof may use a medallion as provided in these Rules, provided the member, member firm, member corporation or Qualified Clearing Agency or nominee thereof shall have (1) executed and filed with the Exchange, in the form prescribed by it, an agreement with respect to the use of such medallion and (2) complied with such other requirements as may be prescribed by the Exchange in connection with the use of medallions.

• • • Supplementary Material: ------------------

.10 Assignments by members, member organizations and others under Exchange signature programs in effect prior to October 26, 1992.—The Exchange, until October 26, 1992, provided programs pursuant to which it distributed specimen signatures and machine imprinted facsimile signatures of members, member organizations and Qualified Clearing Agencies to transfer agents and others. Registered securities with respect to which such distributed signatures effected assignments, powers of substitution, signature guarantees and other certifications and guarantees prior to October 26, 1992 are not a delivery on or after October 26, 1992. Instead, on and after October 26, 1992, Rule 200(a) requires the use of a medallion adopted in accordance with Rule 200.

.20 Medallion Signatures.—The Exchange has adopted the New York Stock Exchange, Inc. Medallion Signature Program (the "Exchange Medallion Program") providing for the use by a member, member firm, member corporation or Qualified Clearing Agency or nominee thereof who participates in the program (a "participant") of medallions in the place of signatures in effecting assignments, powers of substitution, signature guarantees and other certifications and guarantees incident to the transfer, payment, exchange, purchase or delivery of certificates representing securities, including, but not limited to, erasure guarantees, one-and-the-same guarantees and situs certifications.

The Exchange Medallion Program is in response to Rule 17Ad-15 under the Securities Exchange Act of 1934. Rule 17Ad-15 is concerned with the acceptance and rejection of signature guarantees by transfer agents registered under that Act. Under Rule 17Ad-15, a registered transfer agent is deemed to comply with certain requirements of that Rule if it accepts guarantees from an "eligible guarantor institution," as defined in that Rule, who, at the time of issuing the guarantee, is a member of or participant in a "signature guarantee program," as defined in that Rule.

A member, member organization or Qualified Clearing Agency or nominee thereof desiring to participate in the Exchange Medallion Program must file with the Securities Operations Department an application, an indemnity agreement, an equipment order form, an insurance agreement, and any other agreements required by the Exchange, all in the forms prescribed by the Exchange.

A participant may effect an assignment, power of substitution, signature guarantee or other certification or guarantee by applying a medallion manually or by machine. The medallion will include the name of the Exchange program, the participant's FINS number, if any, and a unique identifying number provided by the participant and will have the effect of the signature of the participant.

In the case of a member firm, the indemnity agreement and other documents must be signed by at least two general partners of the firm (except that it may be signed by the sole general partner of the firm) and be the legally binding obligation of the firm.

In the case of a member corporation or a Qualified Clearing Agency, the indemnity agreement and other documents must be signed by the chief executive officer and be the legally binding obligation of the entity.

In the indemnity agreement, the participant agrees to indemnify, in the manner required by the Exchange, any issuer of securities (whether or not listed on the Exchange) and its transfer agents, registrars and agents, other financial service organizations, and their respective representatives, successors and assigns and the surety referred to below, from any loss or liability arising out of any act done in reliance upon the authenticity of the medallion or one resembling or purporting to be such, when used as provided in the indemnity agreement and from such other loss or liability as the Exchange may from time to time require. The participant must provide a similar indemnity to the Exchange.

The participant must also file with the indemnity agreement an acknowledgement by its surety company of the issuance of a surety bond to protect any issuer of securities (whether or not listed on the Exchange) and its transfer agents, registrars and agents, other financial service organizations and their respective representatives, successors and assigns, against loss to the extent not recompensed under the indemnity agreement, which may be in the form of a copy of the bond. The surety bond must contain a provision which obligates the surety to notify the Exchange at least 60 days prior to the amendment, termination or cancellation of the bond and which assures that the bond will remain in effect until at least 60 days after the delivery of such notice to the Exchange.

After approving the use of a medallion by a participant, the Exchange will send a notice to appropriate transfer agents registered under the Securities Exchange Act of 1934 of the participation of the participant in the program and the amount of the participant's surety bond.

The administrative expenses of the Exchange, including in connection with notifying transfer agents, are to be borne by the participants availing themselves of this procedure. For this purpose, a charge in an amount to be set from time to time by the Exchange is made on the filing of the application with the Exchange and annually thereafter.

------------------

Amended: Effective June 12, 1962; May 19, 1966; Effective January 1, 1971; January 4, 1973; January 18, 1977; May 18, 1979; November, 1981; October 30, 1992.

Rule 201. Assignments—By Persons Since Deceased, Trustees, Guardians, etc.

A certificate shall not be a delivery except as noted under (a), (b), or (c) below with an assignment or power of substitution executed by a: (1) person since deceased; (2) trustee or trustees, except trustees acting in the capacity of a board of directors of a corporation or association, in which case Rule 199 shall apply; (3) guardian; (4) infant; (5) executor; (6) administrator; (7) receiver in bankruptcy; (8) agent; or (9) attorney.

Exceptions:

(a) Domestic individual executor/s or administrator/s.

(b) Domestic individual trustee/s under inter vivos or testamentary trusts.

(c) Domestic guardian/s, including committees, conservators, and curators.

• • • Supplementary Material: ------------------

.10 "Exceptions—Domestic".— The above exceptions to the Rule are to cover transfers that will be effected by transfer agents without additional documentation. Such exceptions apply only to securities of a domestic issuer (one organized under the laws of any state of the United States, and the District of Columbia), which bear the above domestic registrations set forth in (a), (b), and (c). Certificates bearing such registrations must be properly assigned, and the signature(s) to the assignment must be guaranteed pursuant to Rule 209.

------------------

Amended: March 15, 1971; October 30, 1992.

Rule 202. Assignments—By Insolvents

A certificate with an assignment or power of substitution executed by an insolvent shall be a delivery only during the closing of the transfer books, during which time such a certificate shall be a delivery only if held by others than the insolvent and if it is accompanied by an affidavit that the said certificate was so held on a date prior to the insolvency and the signature to the assignment or power of substitution is guaranteed as provided in Rule 209.

(Form No. 16 [ pages 1714-1715].)

Rule 203. Assignments—By Dissolved Member Organizations

A certificate with an assignment or power of substitution executed by a member organization that has since ceased to exist shall be a delivery only during the closing of the transfer books, provided the execution of the assignment or power of substitution is properly acknowledged and the signature thereto is guaranteed as provided in Rule 209.

(For firm—Form No. 6 or 7 [ pages 1710-1711]; for corporation—Form No. 15 [ pages 1713-1714].)

Rule 204. Assignments—By Continuing Member Organizations

A certificate with an assignment or a power of substitution executed by a member organization that has since dissolved or ceased to be a member organization and is succeeded by either:

(1) A member firm or firms having as general partners one or more of the members or allied members in the dissolved or former member organization; or

(2) a member corporation or corporations having as members or allied members one or more of the members or allied members in the dissolved or former member organization

shall be a delivery only if the new member organization or one of the new member organizations, shall have applied its medallion to the certificate in the vicinity of the assignment or power of substitution as of the date of or a date subsequent to the formation of the new member organization.

Amended: March 26, 1970; October 30, 1992.

Rule 205. Assignments—Change in Member Organization Name

A certificate with an assignment or power of substitution executed by a member organization, the name of which has since been changed, shall be a delivery only if such member organization shall have applied its medallion bearing its new name to the certificate in the vicinity of the assignment or power of substitution as of the date of or a date subsequent to the change in name.

Amended: October 30, 1992.

Rule 206. Joint Tenancy—Special Designation, etc.—Tenancy in Common

A certificate with an inscription to indicate joint tenancy, or with a qualification, restriction or special designation, shall not be a delivery.

A certificate with an inscription to indicate tenancy in common, shall be a delivery only if signed by all co-tenants.

Rule 207. Two or More Names

A certificate issued in the names of two or more individuals or firms shall be a delivery only if signed by all the registered owners.

Rule 208. Rescinded October 30, 1992.

Rescinded October 30, 1992.

Rule 209. Signature Guarantee

Except with respect to registered securities of the United States Government or securities to be delivered pursuant to the rules of a Qualified Clearing Agency, the signature to an assignment of a certificate (not in the name of a participant in a signature guarantee program under Rule 17Ad-15 under the Securities Exchange Act of 1934) shall be guaranteed by an entity which is a participant in a signature guarantee program under said Rule.

Each signature to a power of substitution executed by other than a participant in a signature guarantee program under said Rule shall be guaranteed in like manner.

Amended: Effective June 12, 1962; May 19, 1966; July 1, 1968; January 4, 1973; January 18, 1977; June 28, 1978; October 30, 1992.

Rule 210. Member Signature is Guarantee

A guarantee of an assignment or power of substitution shall be a guarantee of the signature to such assignment or power of substitution; a guarantee of a signature shall be a warranty that at the time of signing the signature was genuine, the signer was an appropriate person to endorse and the signer had legal capacity to sign, but shall not be a warranty of the rightfulness of the particular transfer.

Amended: June 28, 1978; October 30, 1992.

Rule 211. Rescinded October 30, 1992.

Rescinded October 30, 1992.

Rule 212. Guarantee by Insolvent

A certificate with an assignment or power of substitution guaranteed by an insolvent shall be a delivery only if reguaranteed as provided in Rule 209.

Rule 213. Transfer Books Closed Indefinitely

The Exchange may in particular cases direct that assignments and powers of substitution on certificates of a company whose transfer books are closed indefinitely be properly acknowledged.

(Forms Nos. 4 to 15 [ pages 1710-1714].)

Rule 214. Transferees in Error

A certificate of stock on which the name of a transferee has been filled in in error shall be a delivery during the closing of the transfer books, provided that:

(1) Statements as follows have been placed on the back of the certificate, signed and properly acknowledged:

(A) By Transferee:

"J (we) have no interest in the within certificate of stock."

(B) and by Assignor:

"Above power of attorney cancelled by me (us) and a new detached assignment and power issued in lieu of it."

(C) and by Attorneys (if any):

A separate statement as follows, with proper acknowledgment by each attorney:

"I (we) have no interest in the within certificate of stock, and within power of substitution dated ..........is hereby cancelled."

(Acknowledgment Forms Nos. 13, 14 and 15 [ pages 1713-1714].) and,

(2) the registered owner shall have executed a separate detached assignment (Form No. 2, page 2851), and

(3) the papers shall have been presented to the Exchange and determined to be in order.

Rule 215. Acknowledgments; Affidavits

Acknowledgments, affidavits, or depositions shall be executed before an officer having authority to take acknowledgments under the laws of the state in which such instruments are executed and shall bear the seal of the signing officer.

Any alteration or correction in an acknowledgment shall be properly noted by the signing officer.

Rule 216. Assignments of "Rights"

Rules 195 to 215, inclusive, shall apply to assignments of registered warrants for rights to subscribe, provided that warrants assigned by a trustee, guardian, executor, administrator, conservator, assignee, receiver in bankruptcy or a corporation shall be a delivery if permitted by the Exchange.

Rule 217. Called Securities

Securities which are called for redemption shall not be a delivery on and after the first date when the serial numbers of the stock certificates or bonds drawn for redemption become available, by publication or otherwise, except when an entire issue is called for redemption and except in respect of transactions in called stock or called bonds, as the case may be, dealt in specifically as such.

Amended: February 7, 1974.

Rule 219. Proper Coupons, Warrants

Coupon bonds shall have securely attached proper coupons, warrants, etc., of the same serial numbers as the bonds. The money value of a coupon missing from a bond may be substituted by mutual consent of the parties to the contract.

Amended: Effective February 13, 1956.

Rule 220. Bonds Registered as to Principal or for Voting Purposes Only

Coupon bonds which have been registered as to principal shall be a delivery only if registered to bearer, or, while the transfer books are closed, only if accompanied by a proper assignment for each bond.

Coupon bonds which have been "registered for voting purposes only" shall be a delivery only if such registration has been cancelled.

Rule 221. Endorsed Bonds

A coupon bond bearing an endorsement of a definite name of a person, firm, corporation, association, etc., in conjunction with words of condition, qualification, direction or restriction, not properly pertaining thereto as a security, shall not be a delivery unless sold specifically as an "endorsed bond."

This rule shall also apply to bonds with coupons bearing such endorsements.

Rule 222. Released Endorsed Bonds

A coupon bond bearing an endorsement indicating that the bond was deposited in accordance with a governmental requirement pertaining to banking institutions or insurance companies shall not be a delivery. If released, with such release acknowledged before an officer authorized to take acknowledgments, it may be delivered if sold specifically as a "released endorsed bond."

Rule 223. Mutilated Bonds

A coupon bond which has become mutilated shall not be a delivery unless permitted by the Exchange.

Rule 224. Mutilated Coupons

A bond bearing a coupon which has been mutilated as to the bond number or signature or which has been cancelled in error shall not be a delivery unless appropriate endorsement in the form required by the Exchange shall have been placed upon the reverse of the coupon.

The endorsement shall be signed on behalf of the obligor by an officer thereof or, under authorization from the obligor, on behalf of the Corporate Trustee or Paying Agent by a duly authorized officer thereof or other person authorized to sign on behalf thereof.

• • • Supplementary Material: ------------------

.10 Mutilated Coupons.—It is required that the following endorsement be placed upon the reverse of a coupon which has been mutilated as to bond number or signature:

"This coupon belongs to Bond No. ..........and is a valid obligation of the obligor.

............

............"

In case a coupon has been cancelled in error, it is required that the following endorsement be placed upon the reverse of the coupon:

"This coupon, belonging to Bond No. ..........cancelled in error; it is a valid obligation of the obligor.

............

............"

The endorsement shall be signed on behalf of the obligor by an officer thereof or, under authorization from the obligor, on behalf of the Corporate Trustee or Paying Agent by a duly authorized officer thereof or other person authorized to sign on behalf thereof.

The Division of Stock List shall be notified in writing by the obligor, Corporate Trustee or Paying Agent signing the endorsement, of the making of the endorsement, identifying the endorsed coupon and reciting the language of the endorsement. If the endorsement is by other than the obligor, such notification to the Exchange must include a certification that proper authorization to make the endorsement has been received from the obligor.

If the coupon has become detached from the bond, it shall be properly attached thereto.

------------------

Amended: Effective March 30, 1962.

Rule 225. Delivery of Equivalent Securities

All contracts made in securities listed on the Exchange shall be subject to the condition that, unless otherwise specifically agreed between the parties, in the event that such securities become or are exchangeable for new or other securities under a plan or proposal relating to such securities, the Exchange may in its discretion direct that, upon admission to dealings of the new securities, settlement of such contracts, unless previously effected, may be made by delivery either of the securities contracted for or the equivalent in securities and cash or other property receivable under such plan or proposal.

Rule 226. Uniform Book-Entry Settlement

(a) Each member and member organization shall use the facilities of a securities depository for the book-entry settlement of all transactions in depository eligible securities with another member or member organization or a member of a national securities exchange or a registered securities association.

(b) Each member or member organization shall not effect a delivery-versus-payment or receipt-versus-payment transaction in a depository eligible security with a customer unless the transaction is settled by book-entry using the facilities of a securities depository.

(c) For purposes of this rule, the term "securities depository" shall mean a securities depository registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934.

(d) The term "depository eligible securities" shall mean securities that (i) are part of an issue (securities identified by a single CUSIP number) of securities that is eligible for deposit at a securities depository and (ii) with respect to a particular transaction, are eligible for book-entry transfer at the depository at the time of settlement of the transaction.

(e) This rule shall not apply to transactions that are settled outside of the United States.

(f) The requirements of this rule shall supersede any inconsistent requirements under other Exchange rules.

(g) This rule shall not apply to any transaction where the securities to be delivered in settlement of the transaction are not on deposit at a securities depository and:

(i) if the transaction is for same-day settlement, the deliverer cannot by reasonable efforts deposit the securities in a securities depository prior to the cut-off time established by the depository for same-day crediting of deposited securities, or

(ii) the deliverer cannot by reasonable efforts deposit the securities in a depository prior to a cut-off date established by the depository for that issue of securities.

Adopted: June 11, 1993; effective August 10, 1993.

Rule 227. Depository Eligibility

Before any issue of securities of an issuer is listed on the Exchange on or after June 7, 1995, the Exchange shall have received a representation from the issuer that a CUSIP number identifying the securities has been included in the file of eligible issues maintained by a securities depository registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 ("securities depository" or "securities depositories"), except that this Rule shall not apply to a security if the terms of the security do not and cannot be reasonably modified to meet the criteria for depository eligibility at all securities depositories.

Adopted: June 1, 1995.

Amended: May 28, 2002.

Forms Approved by the Exchange (Forms 1—16.(b))

Forms Approved by the Exchange (Forms 1—16.(b))

(For Use in Conjunction with Rules 175-225 .)

1. Power of Substitution

POWER OF SUBSTITUTION TO BE USED WHEN ATTORNEY HAS BEEN DESIGNATED IN AN ASSIGNMENT.

"I (or we) hereby irrevocably constitute and appoint ............my (or our) substitute to transfer the within named security under the foregoing Power of Attorney, with like Power of Substitution."

Dated ............

...............

2. Assignment Separate from Certificate.

For value received ....hereby sell, assign and transfer unto ...................... ..........( ) Shares of the ....Capital Stock of the ...............standing in .....name on the books of said ..... ....represented by Certificate No. ..herewith and do hereby irreovcably constitute and appoint ...............attorney to transfer the said stock on the books of the within named Company with full Power of Substitution in the premises.

Dated .........................

..............................

3. Assignment Separate from Bond.

For value received ....hereby sell, assign and transfer unto ......................one bond of the ................ .....for ...........($ ), No. ....herewith, standing in ....name on the books of said ......and do hereby irrevocably constitute and appoint .........attorney to transfer the said bond on the books of the within named Company, with full Power of Substitution in the premises.

Dated .........................

..............................

4. Acknowledgment—When Assignment on a Certificate is Executed by an Individual.

State of

ss.

County of

On this ...day of .......19 .before me a Notary Public for the County of ......personally appeared ..........to me known, and known to me to be the individual named in the within Certificate, and who executed the foregoing Assignment and Power of Attorney, and acknowledged to me that he executed the same.

[SEAL]

5. Acknowledgment—When Power of Substitution is Executed by an Individual.

State of

ss.

County of

On this ...day of .......19 .before me a Notary Public for the County of .......personally appeared .........to me known, and known to me to be the individual named in the foregoing Power of Attorney and who executed the foregoing Power of Substitution, dated ......19 ., and acknowledged to me that he executed the same.

[SEAL]

6(a). Acknowledgment—When Assignment on a Certificate is Executed by a Firm.

State of

ss.

County of

On this ...day of .......19 ., before me a Notary Public for the County of .......personally appeared .........to me known, and known to me to be a member of (or authorized to sign under a Power of Attorney filed with the New York Stock Exchange for) the firm of .........named in the within certificate, and who executed the foregoing Assignment and Power of Attorney, and acknowledged to me that he executed the same as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in third line and substitute the words "have been on .....19 .."

6(b). Acknowledgment—When Assignment on a Certificate is Executed by a Firm by Mechanically Reproduced Facsimile Signature.

State of

ss.

County of

On this ...day of ......19 ., before me a Notary Public for the County of .......personally appeared ..........to me known, and known to me to be a member of the firm of ..........named in the within certificate, and acknowledged to me that the foregoing Assignment and Power of Attorney was executed by the duly adopted mechanically reproduced facsimile signature of said firm as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in third line and substitute the words "have been on .....19 .."

7(a). Acknowledgment—When Power of Substitution is Executed by a Firm.

State of

ss.

County of

On this ...day of .......19 ., before me a Notary Public for the County of .......personally appeared ..........to me known, and known to me to be a member of (or authorized to sign under a power of attorney filed with the New York Stock Exchange for) the firm of .........named in the foregoing Power of Attorney, and who executed the foregoing Power of Substitution, dated ......19 ., and acknowledged to me that he executed the same as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in third line and substitute the words "have been on .....19 .."

7(b). Acknowledgment—When Power of Substitution is Executed by a Firm by Mechanically Reproduced Facsimile Signature.

State of

ss.

County of

On this ...day of .......19 ., before me a Notary Public for the County of .......personally appeared ........to me known, and known to me to be a member of the firm of .........named in the foregoing Power of Attorney, and acknowledged to me that the foregoing Power of Substitution, dated ......19, ., was executed by the duly adopted mechanically reproduced facsimile signature of said firm as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in third line and substitute the words "have been on .....19 .."

8. Acknowledgment—For Wife and Husband for Assignment on a Certificate in Name of a Married Woman.

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared , and her husband, both of them known to me, and they severally acknowledged that they executed the foregoing Assignment and Power of Attorney, for the purpose therein mentioned.

[SEAL]

9 and 10. [Eliminated February 13, 1956.]

11. Acknowledgment—When Separate Assignment is Executed by an Individual.

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared to me known, and known to me to be the individual named in the annexed Certificate of Stock (or Bond) and who executed the foregoing Assignment and Power of Attorney, and acknowledged to me that he executed the same.

[SEAL]

12(a). Acknowledgment—When Separate Assignment is Executed by a Firm.

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared to me known, and known to me to be a member of (or authorized to sign under a power of attorney filed with the New York Stock Exchange for) the firm of named in the annexed Certificate of Stock (or Bond) and who executed the foregoing Assignment and Power of Attorney, and acknowledged that he executed the same as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in the third line and substitute the words "have been on 19 ."

12(b). Acknowledgment—When Separate Assignment is Executed by a Firm by Mechanically Reproduced Facsimile Signature.

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared .........to me known, and known to me to be a member of the firm of .........named in the annexed Certificate of Stock (or Bond) and acknowledged to me that the foregoing Assignment and Power of Attorney was executed by the duly adopted mechanically reproduced facsimile signature of said firm as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in third line and substitute the words "have been on .....19 ."

13. Acknowledgment—For an Individual. (Cancellation of Assignment.)

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared to me known, and known to me to be the individual described in and who executed the above Instrument, and acknowledged to me that he executed the same.

[SEAL]

14. Acknowledgment—For a Firm. (Cancellation of Assignment.)

State of

ss.

County of

On this day of 19 , before me a Notary Public for the County of personally appeared to me known, and known to me to be a member of the firm of described in and who executed the above Instrument, and acknowledged to me that he executed the same as the act and deed of said firm.

[SEAL]

Note.—If used for a firm that has ceased to exist, omit the word "be" in the third line and substitute the words "have been on 19 ."

15(a). Acknowledgment—When Assignment or Power of Substitution is Executed by a Member Corporation.

State of

ss.

County of

On this day of , 19 , before me personally came , to me known, who, being by me duly sworn, did depose and say that he resides at in ; that he is of , the corporation described in and which executed the foregoing instrument, * that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

[SEAL]

* If the corporation has no corporate seal, omit the words after the asterisk and substitute therefor the following: "that he signed his name thereto by order of the Board of Directors of said corporation; and that the reason why no seal is affixed to said instrument is because the corporation had no seal."

Note.—If used for a corporation that has ceased to exist, omit the word "is" in the fifth line and substitute the word "was on , 19 ."

15(b). Acknowledgment—When Assignment or Power of Substitution is Executed by a Member Corporation by Mechanically Reproduced Facsimile Signature.

State of

ss.

County of

On this day of , 19 , before me personally came , to me known, who, being by me duly sworn, did depose and say that he resides at in ; that he is of , the corporation described in and which executed the foregoing instrument; * that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that the duly adopted, mechanically reproduced facsimile of his signature was affixed thereto by like order.

[SEAL]

* If the corporation has no corporate seal, omit the words after the asterisk and substitute therefor the following: "that the facsimile of his signature was affixed thereto by order of the Board of Directors of said corporation; and that the reason why no seal is affixed to said instrument is because the corporation had no seal."

Note.—If used for a corporation that has ceased to exist, omit the word "is" in the fifth line and substitute the words "was on , 19 ."

16(a). Affidavit by a Member Firm as Holder of Security in Name of Insolvent.

State of

ss.

County of

being duly sworn, deposes and says: that he resides at ; that he is a member of the firm of ; that shares of the , stock of represented by certificate number were purchased by my said firm for value on , without notice of the insolvency of and prior to the appointment of a Receiver for in whose name said certificate is registered and by whom said certificate was endorsed and that said shares were not received by my said firm in payment of an antecedent indebtedness.

Sworn to before me this

day of

, 19

[SEAL]

Note.—If used for a power of substitution executed by an insolvent, substitute the words "who executed the foregoing Power of Substitution, dated , 19 ," for the words in the eighth and ninth lines reading "in whose name said certificate is registered and by whom said certificate was endorsed."

16(b). Affidavit by a Member Corporation as Holder of Security in Name of Insolvent.

State of

ss.

County of

being duly sworn, deposes and says: that he resides at ; that he is an officer, to wit of a corporation (hereinafter called the "Corporation"); that shares of the stock of represented by certificate number were purchased by the Corporation for value on without notice of the insolvency of and prior to the appointment of a Receiver for in whose name said certificate is registered and by whom said certificate was endorsed and that said shares were not received by the Corporation in payment of an antecedent indebtedness.

Sworn to before me this

day of

, 19

[SEAL]

Note.—If used for a power of substitution executed by an insolvent, substitute the words "who executed the foregoing Power of Substitution, dated , 19 ," for the words in the ninth and tenth lines reading "in whose name said certificate is registered and by whom said certificate was endorsed."

Dividends, Interest, Rights, etc. (Rules 235—251)

Rule 235. Ex-Dividend, Ex-Rights

Transactions in stocks, except those made for "cash" as prescribed in Rule 14, shall be ex-dividend or ex-rights on the second business day preceding the record date fixed by the corporation or the date of the closing of transfer books. Should such record date or such closing of transfer books occur upon a day other than a business day, this Rule shall apply for the third preceding business day.

Transactions in stocks made for "cash" shall be ex-dividend or ex-rights on the business day following said record date or date of closing of transfer books.

The Exchange may, however, in any specific case, direct otherwise.

(See Rule 118 [ ¶2118] as to types of orders which shall or shall not be reduced and Rule 118.10- .30 [ ¶2118.10- .30] regarding reduction of orders, odd amounts, optional amounts and responsibility.)

Amended: February 9, 1968; March 17, 1995; effective June 7, 1995; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 236. Ex-Warrants

Transactions in securities which have subscription warrants attached (except those made for "cash"), as prescribed in Rule 14, shall be ex-warrants on the second business day preceding the date of expiration of the warrants, except that when the date of expiration occurs on a day other than a business day, said transactions shall be ex-warrants on the third business day preceding said date of expiration.

Transactions in securities made for "cash" shall be ex-warrants on the business day following the date of expiration of the warrants.

The Exchange may, however, in any specific case, direct otherwise.

Amended: February 9, 1968; March 17, 1995; effective June 7, 1995; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 237. Buyer Entitled to Dividends, etc.

Unless otherwise agreed, the buyer shall be entitled to receive all dividends, rights and privileges, except voting power, accruing upon securities purchased which are ex-dividend or ex-rights during the pendency of the contract.

Rule 238. Charge for Delivery of Dividends or Rights

For the delivery of stock dividends or rights or for the payment of cash dividends pertaining to securities which the holder has failed to transfer, a charge of not exceeding one per cent of such payment or of the value of such stock dividends or rights delivered may be made by the party making such delivery or payment, except by mutual consent of the parties involved. For stock or scrip dividends or rights the charge shall be computed on the fair market value thereof on the record date or date of closing of transfer books.

No charge shall be made for collecting dividends or rights accruing on securities deliverable on a contract.

Amended: Effective February 13, 1956.

Rule 239. Claims for Dividends, Rights, etc.

When the owner of a registered security claims dividends, interest, rights, etc., from the party in whose name the security is registered, the registered holder thereof may require from the claimant presentation of the certificate or bond, a written statement that he was the holder of the security at the time of the closing of the books, a guarantee against any future demand for the same and the privilege to record on the certificate or bond evidence of the payment by cash or due-bill.

Rule 240. Excess Rights

In cases where members or member organizations on the last day for subscription have more rights to subscribe than they or their customers appear to be entitled to in accordance with the records of the members or member organizations, the excess amount of rights shall be sold in the best available market and the proceeds of such sales shall be held subject to the claims of the persons entitled to such rights to subscribe.

Rule 241. Interest—Added to Contract Price

Unless otherwise directed by the Exchange, in settlement of contracts in bonds dealt in "and interest" there shall be added to the contract price interest on the principal amount at the rate specified in the bond, which shall be computed up to but not including the day on which delivery is due, except that in the case of contracts made "seller's option,", as prescribed in Rule 14 such interest shall be computed only up to but not including the day when delivery would have been due if the contract had been made "regular way."

Amended: February 17, 1966; February 9, 1968; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 242. Computation of Elapsed Days

The amount of interest deemed to have accrued on contracts in accordance with Rule 241 shall be:

(1) on bonds (except bonds issued or guaranteed by the United States Government), that portion of the interest on the bonds for a full year, computed for the number of days elapsed since the previous interest date on the basis of a 360-day-year. Each calendar month shall be considered to be 1/12 of 360 days, or 30 days, and each period from a date in one month to the same date in the following month shall be considered to be 30 days.

(2) on bonds issued or guaranteed by the United States Government, that portion of the interest on the bonds for the current full interest period, computed for the actual number of days elapsed since the previous interest date on the basis of actual number of calendar days in the current full interest period. The actual elapsed days in each calendar month shall be used in determining the number of days in a period.

• • • Supplementary Material ------------------

.10 Computation of elapsed days.—The following tables are given to illustrate the method of computing the number of elapsed days in conformity with Rule 242, above:

On bonds (except bonds issued or guaranteed by the United States Government):

From 1st to 30th of the same month to be figured as 29 days

From 1st to 31st of the same month to be figured as 30 days

From 1st to 1st of the following month to be figured as 30 days.

Where interest is payable on 30th or 31st of the month:

From 30th or 31st to 1st of the following month to be figured as 1 day

From 30th or 31st to 30th of the following month to be figured as 30 days

From 30th or 31st to 31st of the following month to be figured as 30 days

From 30th or 31st to 1st of second following month, figured as 1 month, 1 day.

On bonds issued or guaranteed by the United States Government:

From 15th of a 28-day month to the 15th of the following month is 28 days

From 15th of a 30-day month to the 15th of the following month is 30 days

From 15th of a 31-day month to the 15th of the following month is 31 days.

The six months' interest period ending:

January 15 is 184 days

July 15 is 181 * days

February 15 is 184 days

August 15 is 181 * days

March 15 is 181 * days

September 15 is 184 days

April 15 is 182 * days

October 15 is 183 days

May 15 is 181 * days

November 15 is 184 days

June 15 is 182 * days

December 15 is 183 days

* Leap Year adds 1 day to this period.

------------------

Rule 243. Interest Computation—Fractions

In all transactions involving the payment of interest, fractions of a cent equaling or exceeding five mills shall be regarded as one cent; fractions of a cent less than five mills shall be disregarded.

Rule 244. Bonds— "And Interest" Dealings

Bonds dealt in "and interest" shall continue to be dealt in on that basis until the Exchange directs otherwise.

Rule 245. Income Bonds

Income bonds, unless otherwise directed by the Exchange, shall be dealt in "flat."

Rule 246. Past Due Coupons

Bonds dealt in "flat" shall carry all past due and unpaid coupons, unless the Exchange directs otherwise.

Rule 247. Payment of Interest or Principal on Bonds Dealt "Flat"

Bonds dealt in "flat" on which a payment of interest or principal is made shall be ex-interest or ex-principal as directed by the Exchange.

Rule 248. Registered Bonds "And Interest," Due-Bills for Interest

When registered bonds dealt in "and interest" are delivered between the record date fixed for the purpose of determining holders entitled to receive interest and the interest payment date, a due-bill, signed by the party in whose name the bond stands, or by a member or member organization, for the full amount of the interest to be paid by the obligor, shall accompany the bond until interest is paid.

Rule 249. Registered Bonds "Flat," Due-Bills for Interest

When registered bonds dealt in "flat" are delivered after the record date fixed for the purpose of determining holders entitled to receive an interest or principal payment, in settlement of a contract made prior to the date on which the issue of bonds is quoted "ex" by direction of the Exchange, a due-bill, signed by the party in whose name the bond is registered, or by a member or member organization, for the full amount of the interest or principal to be paid by the obligor, shall accompany the bonds.

The Exchange may, however, in any particular case, direct otherwise.

Rule 250. Deliveries On or After Interest Dates

Bonds dealt in "and interest," delivered on or after the date on which interest is due and payable, shall be without the coupons due on such date, with adjustment for the cash value of the coupons in determining the accrued interest payable as provided by Rule 241.

Amendment.

February 13, 1956.

Rule 251. Cash Adjustment for Coupons

[Rescinded August 16, 1988.]

Due-Bills (Rules 255—259)

Rule 255. "Due-Bill," "Due-Bill Check" Defined

(a) The term "due-bill," as used in the Rules, means an assignment or other instrument employed for the purpose of evidencing the transfer of title to any dividend, interest or rights pertaining to securities contracted for, or evidencing the obligation of a seller to deliver such dividend, interest or rights to a subsequent owner.

(b) The term "due-bill-check," as used in the Rules, means a due-bill in the form of a check payable on the date of payment of a cash dividend, which prior to such date shall be considered as a due-bill, as defined in paragraph (a), for the amount of such dividend.

Rule 256. Forms of Due-Bills

Due-bills shall be in form approved by the Exchange except that with specific permission of the Exchange certificates of less than the unit of trading issued after the record date, in the names of members or member organizations, may be accompanied by a special form of odd-lot due-bill.

(Form No. 17, 18, 19, 20, 21 or 22 [ pages 1719-1721].)

Rule 257. Deliveries After "Ex" Date

When a security is sold before it is ex-dividend or ex-rights, or is sold thereafter to and including the record date for "cash,", as prescribed in Rule 14, and delivery is made too late to enable the buyer to obtain transfer in time to become a holder of record to receive the distribution to be made with respect to such security, the seller shall pay or deliver the distribution to the buyer in the following manner, unless otherwise directed by the Exchange:

(1) In the case of stock dividends or rights to subscribe, the seller shall deliver to the buyer, within three days after the record date, either the dividend or rights, or a due-bill for such dividend or rights.

(2) In the case of cash dividends, the seller shall deliver to the buyer, within three days after the record date, a due-bill-check for the amount of the dividend.

The same principle shall apply to the return of loans of securities after the record date.

Amended: February 9, 1968; March 17, 1995; effective June 7, 1995; February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 258. Due-Bills—Guaranty

A due-bill which is used pursuant to specific direction of the Exchange shall be signed by the holder of record entitled to receive the distribution from the issuer of the security. The signature shall correspond with the name on the face of the security to which the due-bill is attached. When executed by a non-member, it shall be guaranteed in the same manner as assignments of securities.

Rule 259. Due-Bills—Redemption

When, by direction of the Exchange, a security is not ex-dividend or ex-rights, as the case may be, on the date such event should ordinarily take place, and due-bills are required to accompany deliveries, the due-bills shall be redeemable on the date fixed by the Exchange.

When due-bills are used without specific direction of the Exchange, by reason of deliveries made too late to allow purchasers who are entitled to dividends or rights to effect a transfer of the securities, or otherwise, the due-bills shall be redeemable on the date of payment or distribution of the dividend or rights, except that in the case of rights to subscribe which are admitted to dealings on the Exchange on a "when issued" basis, such due-bills shall be redeemable on the date fixed by the Exchange for settlement of "when issued" contracts in the rights.

When due-bills are used on deliveries of registered bonds pursuant to Rules 248 and 249, the due-bills shall be redeemable on the date of payment of the interest, except that in the case of registered bonds dealt in "flat," which are delivered after the date on which the issue of bonds is declared ex-interest by the Exchange, such due-bills shall be redeemable on the date when delivery of the bonds is made, or on the date of payment of the interest, whichever is later.

Due-bills shall be redeemed by the members or member organizations by whom they are signed or guaranteed.

Forms Approved by the Exchange Forms (Forms 17—22)

(For Use in Conjunction with Rules 255-259 .)

Forms Approved by the Exchange Forms (Forms 17—22)

17. Due-Bill for Cash Dividend.

FOR VALUE RECEIVED, the undersigned, holder of record at the close of business on , of () shares of Stock of , represented by Certificate No. , hereby assigns, transfers and sets over unto the cash dividend of ($ ) to which the undersigned is entitled.

Dated

18. Due-Bill for Stock Dividend.

FOR VALUE RECEIVED, the undersigned, holder of record at the close of business on , of , () shares of Stock of , represented by Certificate No. , hereby assigns, transfers and sets over unto the () shares of Stock of to which the undersigned is entitled as a stock dividend, and hereby irrevocably constitutes and appoints attorney to transfer the shares representing said stock dividend on the books of said corporation with full powers of substitution in the premises.

Dated

..............................

19. Due-Bill for Stock Distribution

FOR VALUE RECEIVED, the undersigned, holder of record at the close of business on , of () shares of Stock of , represented by Certificate No. , hereby assigns, transfers and sets over unto , the () shares of Stock of to which the undersigned is entitled as a stock distribution, and hereby irrevocably constitutes and appoints attorney to transfer the shares representing said stock distribution on the books of said corporation with full powers of substitution in the premises.

Dated

20. Due-Bill for Rights.

FOR VALUE RECEIVED, the undersigned, holder of record at the close of business on , of () shares of Stock of , represented by Certificate No. , hereby assigns, transfers and sets over unto the warrant and/or fractional warrant to which the undersigned is or may be entitled, evidencing the Right to Subscribe for

Dated

..............................

21. Due-Bill for Interest.

Due bearer dollars ($ ) representing the interest due on (registered bond) No. (of the)

(certificate of deposit)

(representing)

for $ which interest is payable to holders of record on

Dated

22. Due-Bill for Odd-Lots.

Due Bearer the dividend declared by the to stockholders of record of on () shares of their stock.

Dated

Reclamations (Rules 265—275)

Rule 265. "Reclamation" Defined

The term "reclamation," as used in Rules 266 to 274, inclusive, means a claim for the right to return, or to demand the return of, securities previously delivered and accepted.

Rule 266. Time for Return

A security with an irregularity which has been delivered may be returned or reclaimed on the day of delivery up to 2:00 p.m. On a subsequent business day, delivery on reclamation shall be made by final delivery time on such day.

Amended: August 12, 1968; July 11, 1974.

Rule 267. Returns Replaced Immediately

When a security is returned or reclaimed, the party who delivered it shall immediately either give the party presenting it the security in proper form for delivery in exchange for the security originally delivered or pay the current market value therefor. In the latter case, unless otherwise agreed, the party to whom the security is returned shall be deemed to be failing to deliver the security.

Rule 268. Within 10 Days—Currency, in Market

Reclamation for an irregularity which affects only the currency of the security in the market shall be made within ten days from the day of original delivery.

Rule 269. Endorsed Bonds

Reclamation on bonds bearing endorsements referred to in Rules 221 and 222 shall be made within ten days from the day of original delivery.

Rule 270. Exchangeable Certificates

Reclamation, by reason of the fact that a form of certificate was delivered which was not a proper delivery, but which is exchangeable without charge for a certificate which is a delivery, shall be made within ten days from the day of original delivery.

Rule 271. Without Limit—Wrong Security

Reclamation, by reason of the fact that the wrong security was delivered, may be made without limit of time.

Rule 272. Lost or Stolen—Title Questioned

Reclamation, by reason of the fact: (1) That title to a security is called in question, or (2) that a security is reported to have been lost or stolen, or (3) that the transfer or payment of a security is prohibited or restricted by law or governmental authority, may be made without limit of time, and such security may be returned to the party who introduced it into the market.

Rule 273. Partial Call

Reclamation, by reason of the fact that a called security was delivered, which was not a delivery under the provisions of Rule 217 or 218, may be made without limit of time and such security may be returned to the party who held it at the time such security ceased to be a delivery.

(Note: This Rule does not apply when an entire issue is called for redemption or when the securities involved were dealt in specifically as called securities.)

Rule 274. Married Women

Reclamation, by reason of the fact that a certificate in the name of a married woman was delivered, which was not a delivery under the provisions of Rule 208 because applicable law limits the right of a married woman to transfer the certificate, may be made without limit of time.

Adopted.

Effective February 13, 1956.

Rule 275. Special Cases

Notwithstanding the provisions of Rules 265 to 274, inclusive, where there are equitable considerations, the Exchange may in particular cases direct otherwise, and may also issue special directions in circumstances not specifically covered by such Rules.

Closing Contracts (Rules 280—295)

Rule 280. Disagreement on Contract

When a disagreement between members or member organizations arising from a transaction in securities is discovered, the money difference shall forthwith be established by purchase or sale or by mutual agreement.

Rule 281. Contracts of Suspended Parties

When an announcement is made of the suspension of a member or member organization, members or member organizations having contracts with the suspended member or member organization for the purchase, sale or loan of securities shall, without unnecessary delay, proceed to close such contracts on the Exchange or in the best available market, except in so far as the rules of a Qualified Clearing Agency are applicable and provide the method of closing; provided, however, that upon any such suspension, the Board may, in its discretion, suspend the mandatory close-out provisions of this rule and may, in its discretion, reinstate such provisions at such time as it may determine.

Should such a contract not be closed when required to be closed by this Rule, the price of settlement shall be fixed by the fair market value at the time when such contract should have been closed under this Rule.

Amended: April 18, 1968; January 18, 1977; June 28, 1978; February 27, 2006, effective March 8, 2006 (NYSE-2005-77).

Rule 282. Buy-in Procedures

A contract in securities, except a contract where its close-out is governed by the rules of a Qualified Clearing Agency, which has not been completed by the seller in accordance with its terms, may be closed-out by the buyer (i.e., the initiating member organization) no sooner than three business days after the due date for delivery, pursuant to the following procedures:

(a) An initiating member organization (buyer) may deliver a written "buy-in" notice to the defaulting member organization at or before 12:00 noon ET at least two business days before the proposed execution of a "buy-in" (the buy-in execution date shall be referred to as the "effective date" of the notice). Receipt of delivery to the defaulting member organization, must be maintained with the notice as part of the initiating member organization's books and records.

(b) The defaulting member organization receiving the "buy-in" notice must send a signed, written response to the initiating organization stating its position with respect to the resolution of the item no later than 5:00 p.m. ET on the date of issuance of the "buy-in" notice (the "buy-in" notice date).

(c) If the "buy-in" notice has not been returned by 5:00 p.m. ET on the "buy-in" notice date, or the "buy-in" notice is returned as "DK'd," or the "buy-in" notice is returned with the indication that the contract is known but that delivery cannot be made, a "buy-in" shall be executed on the "effective date" by the initiating member organization by purchasing all or part of the securities necessary to satisfy the amount requested in the "buy-in" notice.

(d) Where the buyer is a customer (i.e., other than another member organization), upon failure of a defaulting member organization to effect delivery in accordance with a "buy-in" notice, the contract may be closed-out by purchasing for "cash", as prescribed in Rule 14, in the best available market, or at the option of the initiating member organization, for guaranteed delivery for all or any part of the securities necessary to complete the contract. "Buy-ins" executed in accordance with this paragraph shall be for the account and risk of the defaulting member organization.

(e) Every "buy-in" notice shall state the date of the contract to be closed, the quantity and the contract price of the securities covered by said contract, the settlement date of said contract and any other information deemed necessary to properly identify the contract to be closed. Such notice shall state further that `unless delivery of the underlying securities is effected at or before 3:00 p.m. ET on the "effective date" of the "buy-in" notice, the security may be "bought in" on the date specified for the account of the initiating member organization.' Each "buy-in" notice shall also state the name and telephone number of the individual authorized to pursue further discussions concerning the "buy-in."

(f) Securities delivered by the defaulting party subsequent to the receipt of the "buy-in" notice should be considered as received pursuant to the "buy-in" notice. Delivery of the requisite number of shares, as stated in the "buy-in" notice, or execution of the "buy-in" will also operate to close-out all contracts covered under re-transmitted notices of "buy-ins" issued pursuant to the original notice of "buy-in," pursuant to section .25 of this Rule.. If a re-transmitted "buy-in" is executed, it will operate to close-out all contracts covered under the re-transmitted notice. A "buy-in" may be executed by the initiating member organization from its long position and/or from customers' accounts maintained with such member organization.

(g) Prior to the closing of a contract on which a "buy-in" notice has been given, the initiating member organization shall accept any portion of the securities called for by the contract, provided the portion remaining undelivered at the time the initiating member organization proposes to execute the "buy-in" is not an amount that includes an odd-lot which was not part of the original transaction.

(h) The initiating member organization executing the "buy-in" shall immediately upon execution, but no later than 5:00 p.m. ET, notify the defaulting member organization as to the quantity purchased and the price paid. Such notification shall be in written or electronic form having contemporaneous receipt capabilities, or if not available, the telephone shall be used for the purpose of same day notification, provided that written or similar electronic notification having next day receipt capabilities must also be sent out simultaneously. In either case, formal confirmation of purchase along with a billing or payment, as appropriate, should be forwarded as promptly as possible after the execution of the "buy-in."

(i) In situations where securities have been delivered by the defaulting member organization after the "buy-in" order was placed, the securities may be returned if the "buy-in" was executed before it could reasonably be cancelled by the initiating member organization.

(j) For purposes of this Rule, written notice shall include an electronic notice through a medium that provides contemporaneous return receipt capability. Such electronic media shall include but not be limited to facsimile transmission, a computerized network facility, or the electronic functionality of a Qualified Clearing Agency, etc.

(k) Fails that are subject to the rules of a Qualified Clearing Agency must comply with the procedures or requirements of the Qualified Clearing Agency.

• • • Supplementary Material ------------------

.10 Members and member organizations are obligated to comply with the close-out provisions of Regulation SHO, promulgated under the Securities Exchange Act of 1934. Specifically, Exchange "buy-in" rules do not abrogate a member's or a member organization's responsibilities or obligations to comply with Regulation SHO, and the close-out provisions of Rule 203(b)(3).

.15 Closing Contracts - Conditions

A member organization may close a contract as provided in section .20 of this Rule in the event that:

(1) it has been advised that the other party to the contract does not recognize the contract; or

(2) the other party to the contract neglects or refuses to exchange written contracts pursuant to Rule 137.

.20 Closing Contracts—Procedure

When Rule 282 permits the closing of a contract, an original party to the contract may close it, provided that notice, either written or oral, shall have been given to the other original party at least thirty minutes before such closing. If a member organization given up by an original party to a contract has been advised that the other party to the contract does not recognize it, or if the other party to the contract neglects or refuses to exchange written contracts, it shall promptly notify the original party who acted for him or it, who may then close the contract as herein provided.

.25 Notice of Intention to Successive Parties

Every member organization receiving notice that a contract is to be closed for its account because of non-delivery (including a notice pursuant to the rules of a Qualified Clearing Agency, other than an obligation of the member organization to deliver securities to the Qualified Clearing Agency or under its rules is to be closed-out for its own account) shall immediately re-transmit notice thereof to any other member organization from whom the securities involved are due. Every such re-transmitted notice shall be in writing and shall be delivered at the office of the member organization to whom it is addressed; it shall state the date of the contract upon which the securities are due from such member organization, and the name of the member organization who has given the original notice to close.

.30 Closing Portion of Contract

When notice of intention to close a contract, or re-transmitted notice thereof, is given for less than the full amount due, it shall be for not less than one trading unit.

.35 Liability of Succeeding Parties

The closing of a contract shall be for the account and liability of each succeeding party with an interest in such contract, and, in case notice that such contract will be closed has been re-transmitted, as provided in this Rule, such closing shall also automatically close all contracts with respect to which such re-transmitted notice shall have been delivered prior to the closing.

Re-establishment of Contract

If such re-transmitted notice is sent by a member organization before the contract has been closed, but is not received until after such closing, then the member organization who sent the notice may, unless otherwise agreed, promptly re-establish, by a new sale, the contract with respect to which such notice has been sent.

Payment of Money Difference

Any money difference resulting from the closing of a contract, or from the re-establishment of a contract as herein provided, shall be paid not later than 3:00 p.m. ET on the following business day to the member organization entitled to receive the same.

.40 Notice of Closing to Successive Parties

When a contract other than a contract the close-out of which is governed by the rules of a Qualified Clearing Agency has been closed the member organization who closed the same, or who gave the order to close the same, shall immediately notify the member organization for whose account the contract was closed. The member organization receiving such a notification or receiving notification that a contract has been closed pursuant to the rules of a Qualified Clearing Agency shall immediately notify each succeeding party in interest and other member organizations to whom re-transmitted notice, as provided for in section .30 of this Rule, has been sent. Statements of resulting money differences, if any, shall also be rendered immediately.

.45 Must Receive Delivery

When a member organization has delivered a buy-in notice pursuant to this Rule, or has re-transmitted notice thereof as provided for in section .30 of this Rule, the initiating member organization must receive and pay for those securities subject to the buy-in notice if tendered prior to the buy-in of such contract.

If the organization that, pursuant to this Rule, is notified prior to the buy-in by a defaulting member organization that some or all of the securities (but not less than one trading unit) are in its physical possession and will be promptly delivered, then the order to buy-in shall not be executed with respect to such securities, and the initiating member organization who has given the original order to buy-in shall accept and pay for such securities, if tendered promptly.

Damages for Non-delivery

If such securities are not promptly tendered, the defaulting member organization who has stated that they would be promptly delivered shall be liable for any resulting damages.

.50 Defaulting Party May Deliver After "Buy-In" Notice

A defaulting member organization (seller) who has received a "buy-in" notice, pursuant to this Rule, or re-transmitted notice thereof, may deliver the securities to the initiating member organization (buyer) issuing such notice up to 3:00 p.m. ET. The defaulting member organization may deliver such securities after 3:00 p.m. ET on the "effective date" of the buy-in notice if: (i) agreed to by the initiating member organization, (ii) before the execution of the order and (iii) when the defaulting member organization has physical possession of the securities.

.55 Securities in Transit

If, prior to the closing of a contract on which a "buy-in" notice has been given, the buyer receives from the seller written or comparable electronic notice stating that the securities are: (1) in transfer; (2) in transit; (3) are being shipped that day; or (4) are due from a depository and giving the certificate numbers (except for those securities due from a depository), then the buyer must extend the execution date of the "buy-in" for a period of seven (7) calendar days from the date delivery was due under the "buy-in." Upon request of the seller, an additional extension of seven (7) calendar days may be granted by the NYSE based upon the circumstances involved.

.60 "Close-Out" Under NYSE or Other National Securities Exchange Rulings

(1) When a national securities exchange makes a ruling that all open contracts with a particular member, which is also a member organization of the NYSE, should be closed-out immediately (or any similar ruling), such member organization may close-out contracts as directed by the national securities exchange.

(2) Whenever the NYSE ascertains that a court has appointed a receiver for any member organization, because of its insolvency or failure to meet its obligations, or whenever the NYSE ascertains, based upon evidence before it, that a member organization cannot meet its obligations as they become due and that such action will be in the public interest, the NYSE may, in its discretion, issue notification that all open contracts with the member organization in question may be closed-out immediately.

(3) Within the meaning of this section, to close-out immediately shall mean that: (A) "buy-ins" may be executed without prior notice of intent to "buy-in" and (B) "sell-outs" may be executed without making prior delivery of the securities called for.

(4) All close-outs executed pursuant to the provisions of this section shall be executed for the account and liability of the member organization in question. Notification of all close-outs shall immediately be sent to such member organization.

.65 Failure to Deliver and Liability Notice Procedures

(1)(A) If a contract is for warrants, rights, convertible securities or other securities which: (i) have been called for redemption; (ii) are due to expire by their terms; (iii) are the subject of a tender or exchange offer; or (iv) are subject to other expiring events such as a record date for the underlying security and the last day on which the securities must be delivered or surrendered (the expiration date) is the settlement date of the contract or later the receiving member organization may deliver a Liability Notice to the delivering member organization as an alternative to the close-out procedures set forth in this Rule. When the parties to a contract are both participants in a Qualified Clearing Agency that has an automated service for notifying a failing party of the liability that will be attendant to a failure to deliver, the transmission of the liability notice must be accomplished through the use of said automated notification service. When the parties to a contract are not both participants in a Qualified Clearing Agency that has an automated service for notifying a failing party of the liability that will be attendant to a failure to deliver, such notice must be issued using written or comparable electronic media having immediate receipt capabilities no later than one business day prior to the latest time and the date of the offer or other event in order to obtain the protection provided by this Rule.

(B) If the contract is for a deliverable instrument with an exercise provision and the exercise may be accomplished on a daily basis, and the settlement date of the contract to purchase the instrument is on or before the requested exercise date, the receiving member organization may deliver a Liability Notice to the delivering member organization no later than 11:00 a.m. ET on the day the exercise is to be effected. Notice may be redelivered immediately to another member organization but no later than noon on the same day. When the parties to a contract are both participants in a Qualified Clearing Agency that has an automated service for notifying a failing party of the liability that will be attendant to a failure to deliver, the transmission of the liability notice must be accomplished through use of said automated notification service. When the parties to a contract are not both participants in a Qualified Clearing Agency that has an automated service for notifying a failing party of the liability that will be attendant to a failure to deliver, such notice must be issued using written or comparable electronic media having immediate receipt capabilities. If the contract remains undelivered at expiration, and has not been canceled by mutual consent, the receiving member organization shall notify the defaulting member organization of the exact amount of the liability on the next business day.

(C) In all cases, member organizations must be prepared to document requests for which a Liability Notice is initiated.

(2) If the delivering member organization fails to deliver the securities on the expiration date, the delivering member organization shall be liable for any damages which may accrue thereby. A Liability Notice delivered in accordance with the provisions of this Rule shall serve as notification by the receiving member organization of the existence of a claim for damages. All claims for such damages shall be made promptly.

(3) For the purposes of this Rule, the term "expiration date" shall be defined as the latest time and date on which securities must be delivered or surrendered, up to and including the last day of the protect period, if any.

(4) If the above procedures are not utilized as provided under this Rule, contracts may be "bought-in" without prior notice after normal delivery hours on the expiration date. Such buy-in execution shall be for the account and risk of the defaulting member organization.

.70 Contracts Made for Cash

Contracts made for "cash," or made for or amended to include guaranteed delivery on a specified date may be "bought-in" without notice during the normal trading hours on the day following the date delivery is due on the contract; otherwise, the procedures set forth in this Rule shall apply. In all cases, notification of executed "buy-in" must be provided pursuant to this Rule. "Buy-ins" executed in accordance with this paragraph shall be for the account and risk of the defaulting broker/dealer.

.75 "Buy-In" Desk Required

Member organizations shall have a "buy-in" section or desk adequately staffed to process and research all "buy-ins" during normal business hours.

.80 Buy-In of Accrued Securities

Securities in the form of stock, rights or warrants which accrue to a purchaser shall be deemed due and deliverable to the purchaser on the payable date. Any such securities remaining undelivered at that time shall be subject to the "buy-in" procedures as provided under this Rule.

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Adopted: April 18, 1968, effective August 1, 1968.

Amended: August 15, 1968, effective December 1, 1968; October 24, 1968, effective December 2, 1968; May 18, 1972; July 11, 1974; April 30, 1976; June 28, 1978; May 16, 1983; August 9, 2001, effective August 17, 2001 (NYSE-2001-16); November 28, 2005 (NYSE-2005-50); September 15, 2008 (NYSE-2008-80); February 25, 2009 (NYSE-2009-17); July 1, 2009 (NYSE-2009-59).

Rule 283. Members Closing Contracts—Procedure

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Rule 284. Reserved

Reserved.

Amended: October 24, effective December 2, 1968; July 11, 1974; June 28, 1978; May 16, 1983; November 28, 2005 (NYSE-2005-50).

Rule 285. Notice of Intention to Successive Parties

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Amended: July 11, 1974; June 28, 1978; September 15, 2008 (NYSE-2008-80).

Rule 286. Closing Portion of Contract

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Rule 287. Liability of Succeeding Parties

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Re-establishment of contract

Amended: June 28, 1978; February 27, 2006, effective March 8, 2006 (NYSE-2005-77); September 15, 2008 (NYSE-2008-80).

Rule 288. Notice of Closing to Successive Parties

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Amended: July 11, 1974, effective July 18, 1974; June 28, 1978; September 15, 2008 (NYSE-2008-80).

Rule 289. Must Receive Delivery

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Amended: April 18, 1968, effective August 1, 1968; October 24, effective December 2, 1968; May 16, 1983; November 28, 2005 (NYSE-2005-50); September 15, 2008 (NYSE-2008-80).

Rule 290. Defaulting Party May Deliver After "Buy-In" Notice

This Rule was removed as part of NYSE-2008-80 effective September 15, 2008.

Amended: November 28, 2005 (NYSE-2005-50); September 15, 2008 (NYSE-2008-80).

Rule 291. Failure to Fulfill Closing Contract

When a contract is closed, any member or member organization accepting the bid or offer, and not complying promptly therewith, shall be liable for any damages resulting therefrom.

Rule 292. Restrictions on Members' Participation in Transaction to Close Defaulted Contracts

No member or member organization, who for his or its own account has given an order to close a contract because of non-delivery, shall fill the order by selling for his or its own account, either directly or through a broker, the securities named therein; and no member or member organization shall knowingly enable or permit any other person on whose behalf the order to close because of non-delivery has been issued to fill such order by selling for his own account the securities named therein. If a member or member organization has issued an order to close because of nondelivery and, acting for another principal, supplies the securities named therein, he or it must make delivery in accordance with the terms of the contract thus created, and may not by consent or otherwise fail to make such delivery. The member or member organization for whose account a contract is being closed, or any succeeding member or member organization in interest, or any member or member organization to whom re-transmitted notice has been sent, shall not accept the bid or offer, unless such member or member organization is acting for a principal other than the one for whose account the contract is being closed.

Rule 293. Closing Contracts in Suspended Securities

A contract, other than a contract governed by the rules of a Qualified Clearing Agency in securities which have been suspended from dealings on the Exchange, which has not been fulfilled according to the terms thereof may be closed in the best available market by the party thereto who is not in default.

Amended: June 28, 1978.

Rule 294. Default in Loan of Money

When a loan of money is not paid before 2:15 p.m. of the day upon which it becomes due, the borrower shall be considered as in default and the lender may, without notice, sell the securities pledged therefor, or so much thereof as may be necessary to liquidate the loan.

Rule 295. Closing Contracts Under the Continuous Net Settlement System

Rescinded effective June 28, 1978.

Liquidation of Securities Loans and Borrowings (Rule 296)

Rule 296. Liquidation of Securities Loans and Borrowings

(a) Each member or member organization that is a party to an agreement with another member or member organization providing for the loan and borrowing of securities shall have the right to liquidate such transaction whenever the other party to such transaction

(1) applies for or consents to, or is the subject of an application for, the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property,

(2) admits in writing its inability, or becomes generally unable, to pay its debts as such debts become due,

(3) makes a general assignment for the benefit of its creditors, or

(4) files, or has filed against it, a petition under Title 11 of the United States Code, or has filed against it an application for a protective decree under Section 5 of the Securities Investor Protection Act of 1970,

unless that right is stayed, avoided, or otherwise limited by an order authorized under the provisions of the Securities Investor Protection Act of 1970 or any statute administered by the Securities and Exchange Commission.

(b) No member or member organization shall lend or borrow any security to or from any non-member of the Exchange except pursuant to a written agreement, which may consist of the exchange of contract confirmations, that confers upon such member or member organization the contractual right to liquidate such transaction because of a condition of the kind specified in (a) above.

• • • Supplementary Material: ------------------

.10 As used herein, an agreement for the loan and borrowing of securities shall mean a securities contract or other agreement, including related terms, for the transfer of securities against the transfer of funds, securities, or other collateral, with a simultaneous agreement by the transferee to transfer to the transferor against the transfer of funds, securities, or other collateral, upon notice, at a date certain, or upon demand, the same or substituted securities.

.20 Each member or member organization subject to the provisions of Rule 15c3-3 under the Securities Exchange Act of 1934 that borrows securities from a customer (as defined in said rule) shall comply with the provisions thereof relating to the requirements for a written agreement between the borrowing member or member organization and the lending customer.

Adopted: March 20, 1985.

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Miscellaneous Floor Procedure (Rules 297—299C)

Rule 297. Procedure for Trading in Securities Subject to the Interest Equalization Tax Act and Extensions

Rescinded July 11, 1974.

Rule 298. Dealer Transactions in Foreign Debt Obligations Subject to the Interest Equalization Tax Act and Extensions

Rescinded July 11, 1974.

Rule 299A. Civil Defense Alarm Procedure

• • • Supplementary Material: ------------------

.10 In the event of a Civil Defense alarm in New York City the following procedure will be followed:

(a) If an alarm is in effect at the time the Exchange would normally be opened, the opening will be postponed until after the public all clear signal.

(b) If an alarm is given during the time the Exchange is open for business, the Floor sirens will be sounded, which shall automatically terminate all trading on the Floor. An appropriate notice will be published on the tape.

(1) The termination of trading under the circumstances shall have the same effect on bids and offers as a closing of the Exchange.

(3) If trading is resumed the same day, bidding and offering on the Floor at the re-opening shall be conducted as at any other opening, but for other purposes a trading session so interrupted shall be regarded as a single session.

(c) All day orders shall be regarded as good for the entire day regardless of any interruption of trading.

(d) A period of at least 10 minutes will be allowed between the public all clear signal and the opening or re-opening.

It is contemplated that as soon as possible after the public all clear signal is given, necessary notices concerning procedure will be published on the tape, including the time of re-opening, the time of final closing, etc.

Amended: October 24, 2008 (NYSE-2008-46).

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Rule 299B. New York State Stock Transfer Tax Exemption for a Governmental Entity or International Organization

• • • Supplementary Material: ------------------

.10 The Department of Taxation and Finance of the State of New York, in a communication dated June 1, 1967, stated that the New York Stock Transfer Tax Law had been amended by Chapter 301, Laws of 1967, so as to provide that where a sale or transfer of stock is made by a "governmental entity" or "international organization" which is exempt from the stock transfer tax, the transferee shall not be liable for the tax.

Prior to the enactment of the amendment, New York State and its municipalities were exempt from the stock transfer tax on account of their governmental character, the Federal Government and its agencies and its instrumentalities were held exempt on constitutional grounds, foreign governments were also held exempt on grounds of international comity, and certain international organizations were exempt by treaty. However, as subdivision 3 of section 270 of the Tax Law imposes liability for the tax not only on the vendor or transferor but also on the purchaser or transferee, unless these exempt governmental organizations agreed to pay the tax, they experienced difficulty in finding buyers because purchasers will buy from other vendors who do pay the tax and thereby save the purchasers from liability for it. This, in effect, deprived the exempt transferors of the exemption to which they were entitled.

The amendment does not exempt any governmental entity or international organization which was not previously exempt. Any particular entity or organization which claims exemption should request a ruling from the State Tax Commission on this point.

It should be noted that even though a particular entity or organization may itself be exempt from tax, its exemption does not necessarily extend to a pension fund or trust for its employees, particularly where operated by a board or trustees which constitutes a different and separate entity.

No formal certificate of exemption will be provided for by regulation. However, a statement identifying the transaction as exempt under Section 270(3) as amended by Chapter 301, Laws of 1967, will be required.

...

The New York State Tax Commission also has ruled that transfers of stock from the name of an insolvent bank are subject to the payment of the New York stock transfer tax, regardless of whether the bank is a National or State bank. No conditions as to payment of tax need be made in a sale of this kind on the Floor. Such sales are not considered as special transactions and will be published on the tape.

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Rule 299C. After-Hours Employment of Stock Exchange Employees

(See Rule 350 and 350.10 .)

* Reference herein to the "sales sheet" is to the list of transactions published by the New York Stock Exchange or its authorized agents.

* Reference herein to the "sales sheet" is to the list of transactions published by the New York Stock Exchange or its authorized agents.