
[Federal Register: August 7, 2008 (Volume 73, Number 153)]
[Notices]               
[Page 46075-46086]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07au08-107]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58265; File No. SR-Amex-2008-63]

 
Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Relating to the Relocation of 
Equities Trading After the Acquisition of the Exchange by NYSE Euronext

July 30, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 28, 2008, the American Stock Exchange LLC (``the Amex'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is submitting this rule filing in order to implement 
the relocation (the ``Equities Relocation'') of all equities trading 
conducted on or through the Amex's systems and facilities to the 
trading systems and facilities operated by NYSE Market, Inc., 
(``NYSE'') in connection with the acquisition of the Amex's parent 
corporation, The Amex Membership Corporation, by NYSE Euronext. In 
connection with such acquisition, the Amex will be renamed NYSE 
Alternext U.S. LLC (``NYSE Alternext'').
    The text of the proposed rule change is available at the Amex's 
principal office, the Commission's Public Reference Room, and http://
www.amex.com.

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

    In its filing with the Commission, the Amex included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    In order to implement the Equities Relocation, the Exchange 
proposes to amend its existing rules as needed and to adopt, subject to 
such changes as are necessary to apply the rules to the Exchange, NYSE 
Rules 1-1004 applicable to transactions conducted on NYSE systems and 
facilities and governing the off-floor conduct of members and member 
organizations.\3\
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    \3\ In connection with the series of mergers (the ``Mergers''), 
the Exchange has submitted related rule filings concerning changes 
to its corporate governance structure. See SR-Amex-2008-62 (defining 
Mergers). The Exchange intends to submit additional rule filings 
addressing its rules and procedures for certain legacy disciplinary 
matters, equity listing requirements and procedures, and ETF 
delisting rules. The NYSE and the Financial Industry Regulatory 
Authority, Inc. (``FINRA'') will also be submitting companion 
filings concerning membership issues, and the NYSE will be 
submitting a related rule filing to amend NYSE Rule 18.
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Background and Post-Merger Structure
    As described more fully in the rule filing concerning the 
Mergers,\4\ upon completion of the Mergers, the Amex will become one of 
the U.S. Regulated Subsidiaries \5\ of NYSE Euronext and will continue 
to operate as a national securities exchange registered under Section 6 
of the Act.\6\ Following the Mergers, the name of the new exchange will 
be NYSE Alternext U.S. LLC.\7\
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    \4\ See SR-Amex-2008-62.
    \5\ The term ``U.S. Regulated Subsidiary'' is defined under 
Article VII, Section 7.3(G) of the Bylaws of NYSE Euronext.
    \6\ 15 U.S.C. 78f.
    \7\ See SR-Amex-2008-62. For the avoidance of doubt, NYSE 
Alternext U.S. LLC will be a separate self regulatory organization 
from NYSE Euronext's European-market subsidiary, NYSE Alternext.
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    Following the Mergers, the Exchange will relocate all equities 
trading currently conducted on the Exchange legacy trading systems and 
facilities located at 86 Trinity Place, New York,

[[Page 46076]]

New York (the ``86 Trinity Trading Systems''), to the NYSE trading 
systems and facilities located at 11 Wall Street, New York, New York 
(the ``NYSE Alternext Trading Systems''). The NYSE Alternext Trading 
Systems will be operated by the NYSE on behalf of the Exchange. 
Similarly, the Exchange will relocate all options trading currently 
conducted on the 86 Trinity Trading Systems to new facilities of the 
Exchange to be located at 11 Wall Street, which facilities will utilize 
a trading system based on the options trading system used by NYSE Arca, 
Inc. (``NYSE Arca'') (the ``Options Relocation,'' and, together with 
the Equities Relocation, the ``Relocations'').\8\ Prior to completion 
of the Relocations, all trading on the 86 Trinity Trading Systems will 
continue to be governed by the existing Amex Rules, as amended pursuant 
to the Mergers. Upon completion of the Relocations, these legacy Amex 
Rules will be rescinded by the Exchange.
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    \8\ The Exchange will submit a separate rule filing to adopt a 
new rule set to govern NYSE Alternext options trading following the 
Options Relocation.
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    In connection with the Mergers, and after the Equities Relocation, 
the Exchange will trade all equities securities, as well as certain 
derivative products, currently listed on the Exchange on the NYSE 
Alternext Trading Systems.\9\
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    \9\ Following the Equities Relocation, certain securities 
currently listed and traded on the Amex will be transferred to NYSE 
Alternext but will not be eligible to trade on NYSE Alternext 
pursuant to the sub-penny trading condition set forth in proposed 
NYSE Alternext Equities Rule 123D(3). Trading in such securities 
will be routed to NYSE Arca and will be handled in accordance with 
the rules governing that market.
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    The Exchange expects to discontinue the listing and trading of, 
including trading on an unlisted trading privileges (``UTP'') basis, 
exchange traded funds (``ETFs'') and certain other structured products, 
including index and currency warrants, and it is expected that such 
products will be listed and traded on NYSE Arca.\10\ The Exchange will 
also be discontinuing trading of bonds currently listed on the 
Exchange, and it is expected that such bonds will be traded on the NYSE 
BondsSM trading system. In the event that an ETF, structured 
product or bond issuer listed on the Exchange does not wish to move the 
listing to NYSE Arca or NYSE Bonds, as the case may be, such issuer 
would have the opportunity to seek a listing on another market. Note, 
however, that it is possible that movement of these listings may not be 
completed by the time of the Equities Relocation, in which case such 
products would continue to be traded at 86 Trinity Trading Systems 
until the transfer of the listings can be completed.
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    \10\ On the Exchange, some members registered to engage in 
market making in ETFs on the floor of the Exchange or to supplement 
the market making of those registered as specialists in those 
products. When those products are no longer traded on the Exchange, 
current Amex members who concentrate in market making in such 
products will be able to apply to become NYSE Arca ETP holders and 
to move their business activities to the NYSE Arca trading systems 
and facilities.
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    The Exchange does not intend to cross-list any NYSE-listed 
securities on the Exchange and does not intend to cross-list any 
Exchange-listed securities on the NYSE. The Exchange may in the future 
trade securities listed on other exchanges on a UTP basis, subject to 
certain technical adjustments to the NYSE Alternext Trading Systems 
necessary to support such trading.\11\ The Exchange will not trade 
NYSE-listed securities on a UTP basis and will not trade pursuant to 
UTP any securities that might in the future be traded on the NYSE 
pursuant to UTP.
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    \11\ The NYSE does not currently trade any securities on a UTP 
basis.
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    As proposed in the rule filing concerning the Mergers, immediately 
following the closing of the Mergers, those persons and entities who 
were authorized to trade on the Amex before the closing of the Mergers, 
including Amex (i) owners, lessees or nominees of Regular Members or 
Options Principal Members (``OPMs''), (ii) limited trading permit 
holders, and (iii) associate members, will be deemed to have satisfied 
applicable qualification requirements necessary to trade in NYSE 
Alternext's demutualized marketplace and will be issued trading permits 
(referred to as ``86 Trinity Permits'') at no cost. The 86 Trinity 
Permit will authorize owners, lessees or nominees of Amex Regular 
Members, OPMs, limited trading permit holders and associate members who 
were authorized to trade on the Amex immediately before the Mergers, to 
continue to trade on the 86 Trinity Trading Systems. Holders of the 86 
Trinity Permits will be able to apply for an NYSE Alternext equities 
license or options trading permit upon the Equities and Options 
Relocations, as applicable. After the Equities Relocation, a holder of 
an 86 Trinity Permit will only be able to trade products other than 
those that have migrated to the NYSE Alternext Trading Systems. After 
the Options Relocation, the 86 Trinity Permits will be canceled.\12\
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    \12\ See SR-Amex-2008-62. In addition, as described in greater 
detail herein, upon the Relocations NYSE Alternext will recognize 
former Amex members as either NYSE Alternext member organizations or 
members, as applicable.
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    The Exchange anticipates that the Equities Relocation will occur as 
soon as reasonably practicable following the date of the Mergers and 
that the Options Relocation will occur at or around February 2009. The 
transfer of ETFs, bonds and other structured products will be 
accomplished as soon as practicable after the closing of the Merger.
Proposed Rule Changes
Adoption of NYSE Rules 1-1004 as the NYSE Alternext Equities Rules
    The Exchange proposes to adopt NYSE Rules 1-1004 as the ``NYSE 
Alternext Equities Rules.'' \13\ The adoption of the NYSE Alternext 
Equities Rules is necessary in order to conduct the equities business 
of the Exchange on the NYSE Alternext Trading Systems, since such rules 
reflect the market structure and features of the NYSE Alternext Trading 
Systems. Following the Equities Relocation, the NYSE Alternext Equities 
Rules would govern all equity transactions conducted on the NYSE 
Alternext Trading Systems. Because NYSE Alternext Trading Systems will 
be operated by the NYSE on behalf of the Exchange, the NYSE Alternext 
Equities Rules will be substantially identical to the existing NYSE 
Rules, subject to certain changes necessary to apply such rules to the 
Exchange.
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    \13\ The Exchange has taken NYSE Rules 1-1004 in the form they 
existed as of July 18, 2008, and adopted them with modifications as 
described in this filing. Any changes to relevant NYSE Rules that 
have been implemented by the NYSE subsequent to that date, but 
before the effective date of the Mergers, will be incorporated by 
the Exchange as soon after the close of the Mergers as is 
practicable, but not later than the date of the Equities Relocation.
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    In addition, the Exchange will require all those who register to 
become NYSE Alternext equities members to also become both NYSE members 
and FINRA members. To avoid unnecessary regulatory duplication, the 
Exchange proposes to adopt in substantially their current form the 
NYSE's member firm conduct rules (NYSE Rules 300-460), which govern the 
off-floor conduct of members and member organizations. Many of these 
rules were adopted by FINRA in 2007 as ``Common Rules'' pursuant to the 
17d-2 Agreement between NYSE and FINRA.
    The proposed NYSE Alternext Equities Rules are set forth in Exhibit 
5 and are summarized below.\14\ A blackline comparison of the current 
NYSE Rules and the NYSE Alternext Equities Rules is attached as Exhibit 
3A, together with a blackline of certain Amex Rules imported into the 
NYSE

[[Page 46077]]

Alternext Equities Rules, attached as Exhibit 3B.
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    \14\ For ease of reference, the Exchange has retained the 
numbering of the NYSE Rules in the NYSE Alternext Rule set.
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Summary of the Proposed NYSE Alternext Equities Rules
Amex Rule 0 and NYSE Alternext Equities Rule 0
    The Exchange proposes the adoption of operative Amex Rule 0 to 
prescribe how trading will be conducted on the Exchange following the 
Mergers. For the period of time following the Equities Relocation and 
prior to the Options Relocation, options trading will continue to occur 
on the 86 Trinity Trading Systems.\15\
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    \15\ The Exchange will make a separate rule filing to adopt a 
new rule set to govern options trading following the Options 
Relocation.
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    Proposed Amex Rule 0 prescribes that, following the Mergers:
     All transactions conducted on or through the 86 Trinity 
Trading Systems will continue to be governed by the legacy rules of the 
Exchange, including Amex Rules 1-1605, Amex Company Guide and AEMI 
Rules 1-1500 (including Section 910 of Amex Company Guide), as amended 
(collectively, the ``86 Trinity Rules'');
     All transactions conducted on or through the NYSE 
Alternext Trading Systems shall be governed by the ``NYSE Alternext 
Equities Rules.''
    In addition, the Exchange proposes to adopt NYSE Alternext Equities 
Rule 0 prescribing that all trading conducted on the NYSE Alternext 
Trading Systems shall be governed by the NYSE Alternext Equities Rules, 
except to the extent any 86 Trinity Rules are specifically designated 
as applying.
    Proposed Amex Rule 0 and NYSE Alternext Equities Rule 0 also 
provide that existing NYSE Rules 475-477, to be adopted by the Exchange 
as Disciplinary Rules 475-477, will apply to all NYSE Alternext members 
and member organizations and will govern trading on both the 86 Trinity 
and NYSE Alternext Trading Systems.\16\
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    \16\ In addition, a rule change proposal to adopt Disciplinary 
Rule 478T, which will govern the temporary disciplinary procedures 
applicable to certain legacy disciplinary proceedings, will be filed 
shortly pursuant to Section 19(b) of the Act.
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    Following the completion of the Options Relocation, the 86 Trinity 
Rules, including Amex Rule 0, will no longer be operative and will be 
rescinded by the Exchange.
Summary of Modifications to NYSE Rules as Adopted
    As described above, the Exchange proposes to adopt as the NYSE 
Alternext Equities Rules NYSE Rules 1-1004, subject to a few 
substantive modifications. These proposed modifications are summarized 
in the bullets below and set forth in more detail in the chart that 
follows:
     Incorporation of three legacy Amex Rules into the NYSE 
Alternext Equities Rules, either to replace an existing NYSE Rule that 
is expected to be substantially amended in the near future (Amex Rules 
135A and 193 substituted as NYSE Alternext Equities Rules 128 and 98, 
respectively) or, in one instance (Amex Rule 60-AEMI), to supplement 
the NYSE Alternext Equities Rules where there is no corresponding NYSE 
Rule (see NYSE Alternext Equities Rule 60A);
     Modifications to reflect the different nature of the 
businesses of NYSE and Amex members and member organizations, including 
net capital requirements and certain fees (see NYSE Alternext Equities 
Rules 103.10, 104.20-.24 and 129);
     Changes to address post-merger corporate and/or market 
structural issues, including changing the definitions of ``Exchange'' 
and ``Floor'' (see NYSE Alternext Equities Rules 1, 6 and 112), adding 
a provision to physically segregate the trading of NYSE Alternext 
Equities-listed securities from NYSE-listed securities on the Exchange 
Floor at 11 Wall (see NYSE Alternext Equities Rule 103B), and other 
such changes (see NYSE Alternext Equities Rules 2A, 18, 20-22, 28, 37, 
46, 123E and 422);
     Changes to modify and/or remove rules related to ETFs, 
bonds and other structured products that will not trade on the NYSE 
Alternext Trading Systems (see NYSE Alternext Equities Rules 13, 36, 
51, 55, 61, 65, 72, 79A, 85, 86, 103B, 104.10, 104B, 105, 119, 123D, 
342, 414, 431, 460 and 1002);
     Changes to modify and/or remove rules that are obsolete, 
irrelevant or otherwise inapplicable to the use of the NYSE Alternext 
Trading Systems, including rules related to (i) the ITS System and the 
NMS Linkage Plan (see NYSE Alternext Equities Rules 13, 15A, 16, 17T, 
45, 47, 52, 54, 60, 61, 79A, 90, 92-96, 104A, 115, 123, 123C, 123D, 
900, 1000, 1002, 11Ac1-1); \17\ (ii) program or ``basket'' trading (see 
NYSE Alternext Equities Rules 36, 92, 96, 104.11A, 104.11B, 800 
series); (iii) Registered Competitive Market Makers, Competitive 
Traders and Registered Options Representatives or Principals (see NYSE 
Alternext Equities Rules 36, 107A, 110, 111, 123, 132B, 345, 408, 900); 
(iv) the Medallion Signature program (see NYSE Alternext Equities Rule 
200); (v) arbitration (see NYSE Alternext Equities Rules 600 series); 
(vi) options trading (see NYSE Alternext Equities Rules 431, 700 
series); and (vii) other obsolete or inapplicable references (see NYSE 
Alternext Equities Rules 12, 13, 35, 38, 60, 61, 76, 90, 104, 115A, 
122, 123D, 126, 132B, 168, 189, 274, 350, 407, 451, 452, 497, 
1000).\18\
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    \17\ The Exchange understands that the NYSE intends to submit a 
rule filing proposing identical rule changes to the NYSE Rules 
pursuant to removal of the ITS System and the NMS Linkage Plan which 
are no longer in operation. See e-mail from Claire P. McGrath, 
Senior Vice President and General Counsel, Amex to Sarah Albertson, 
Attorney, Division of Trading and Markets, Commission, dated July 
29, 2008 (modifying footnote language).
    \18\ The Exchange understands that, subsequent to the Mergers, 
the NYSE intends to submit a filing to make conforming changes to 
remove these obsolete or inapplicable references from the NYSE 
Rules.
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    In addition to the above-noted changes, the Exchange proposes 
adopting rules governing member organizations that are closely modeled 
on the existing NYSE membership rules, including rules defining member 
and member organizations (NYSE Alternext Equities Rule 2), governing 
the admission of members and member organizations (NYSE Alternext 
Equities Rules 300-308), the formation and approval of member 
organizations (NYSE Alternext Equities Rule 311), changes within member 
organizations (NYSE Alternext Equities Rule 312), and submission of 
partnership articles and corporate documents (NYSE Alternext Equities 
Rule 313) (collectively, the proposed ``NYSE Alternext Equities Member 
Organization Rules''). The Exchange recognizes that the NYSE Alternext 
Equities Member Organization Rules may impose different or additional 
requirements than the current Amex rules concerning membership and 
that, post-Merger, there may be NYSE Alternext members or member 
organizations holding an 86 Trinity Permit that would not immediately 
qualify for membership under the NYSE Alternext Equities Rules.\19\
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    \19\ As described in Section II herein, by operation of the 
related corporate governance ``Day 1'' filing, all Amex members will 
become members of NYSE Alternext upon the effective date of the 
Mergers. See SR-Amex 2008-62. In accordance with the Mergers, the 
Exchange will certify to the NYSE and FINRA that all such 
transferring members met the Amex's minimum membership standards at 
the time they were approved for membership and that nothing has come 
to the attention of the Exchange that would disqualify any of these 
members.
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    The Exchange proposes that, upon the effective date of this rule 
filing (e.g., ``Day 2''), all NYSE Alternext member organizations shall 
continue to be approved as NYSE Alternext member organizations, 
notwithstanding whether they meet the standards of the NYSE Alternext 
Equities Member Organization

[[Page 46078]]

Rules at that time.\20\ This approval would be conditioned upon the 
member organization meeting the requirements of the NYSE Alternext 
Equities Member Organization Rules within a grace period of six months 
from the date that the member organization receives its NYSE Alternext 
equities trading license in exchange for a valid 86 Trinity Permit. As 
described in proposed Rule 300.10T, the Exchange would revoke a member 
organization's approval to trade if it fails to meet the requirements 
of the NYSE Alternext Equities Member Organization Rules by the close 
of the grace period. The Exchange would also reserve the right to 
commence proceedings to terminate such a member organization's 
membership, if applicable.
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    \20\ Following the closing of the transaction, the Exchange will 
work with FINRA as its agent to ensure that the Exchange's 
membership requirements are met.
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    The Exchange further proposes that NYSE Alternext members be 
provided a grace period of six months within which to meet proposed 
NYSE Alternext Equities Rule 304A requirements to pass an examination 
requirement by the Exchange. The Exchange believes that this grace 
period should begin to run from the date that the individual member 
transfers to the NYSE Alternext Trading Systems, which may be a later 
date than the Equities Relocation.
    The specific changes to each NYSE Rule as proposed for the NYSE 
Alternext Equities Rules are listed below.

 Changes to Existing NYSE Rules in the Proposed NYSE Alternext Equities
                                  Rules
              [Rules not listed below have been reserved.]
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   NYSE Alternext rule          Changes from corresponding NYSE rule
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0........................  Amex Rule 0 and NYSE Alternext Equities Rule
                            0 were adopted in order to clarify that,
                            after the Equities Relocation, the legacy
                            rules of the Amex will continue to apply to
                            trading on the legacy 86 Trinity Trading
                            Systems and the NYSE Alternext Equities
                            Rules will apply to all equity transactions
                            on the NYSE Alternext Trading Systems. Amex
                            Rule 0 and NYSE Alternext Equities Rule 0
                            also clarify that rules substantially
                            identical to NYSE Rules 475, 476 and 477
                            will be the disciplinary rules that will
                            apply to all trading on both the 86 Trinity
                            and NYSE Alternext Trading Systems. The
                            legacy Amex minor rules violation rule (Amex
                            Rule 590) will continue to apply to trading
                            on the 86 Trinity Trading Systems and a rule
                            substantially identical to NYSE Rule 476A
                            will apply to trading on the NYSE Alternext
                            Trading System. The adoption of Disciplinary
                            Rules 475, 476 and 477 to the legacy 86
                            Trinity Rules will be made in a separate
                            rule filing.
476A.....................  As noted above, Disciplinary Rule 476A will
                            be adopted as part of the legacy 86 Trinity
                            Rules but will apply to trading on both the
                            86 Trinity Trading Systems and the NYSE
                            Alternext Trading Systems. The Rule is
                            substantially identical to NYSE Rule 476A,
                            with the following exceptions: (i) The
                            adoption of the existing Amex fine schedule
                            from Amex Rule 590, (ii) references to
                            ``ITS'' and ``ITS''-related rules are
                            obsolete and were deleted or modified, and
                            (iii) references to ``Registered Competitive
                            Market Makers'' (RCMMs) and ``Competitive
                            Traders'' (CTs) were removed as NYSE
                            Alternext will not have these types of
                            market participants. In addition,
                            Disciplinary Rule 476A incorporates as
                            additional supplementary material from Amex
                            Rule 590 the cross-references to legacy Amex
                            Rules to govern trading on the 86 Trinity
                            Systems prior to completion of the
                            Relocations.
1........................  The Rule is substantially identical to NYSE
                            Rule 1, with the following exceptions: (i)
                            Changing the definition of ``Exchange'' to
                            refer to NYSE Alternext and (ii) adding
                            definitions for ``NYSE Market,'' ``NYSER''
                            and ``Market Surveillance Division''.
2........................  The Rule is substantially identical to NYSE
                            Rule 2, except, as described above, to add
                            supplementary material to provide that
                            members and member organizations of the New
                            York Stock Exchange LLC will be approved as
                            members of the Exchange.
2A.......................  The Rule is substantially identical to NYSE
                            Rule 2A, with the following exception: The
                            approval of the NYSE Regulation Board of
                            Directors will not be required for rule
                            amendments as NYSE Alternext will retain
                            primary authority over the Exchange and the
                            NYSE Alternext Equities Rules. NYSE
                            Regulation will perform services for NYSE
                            Alternext pursuant to a Regulatory Services
                            Agreement.
2B.......................  No substantive changes.
3........................  No substantive changes.
4........................  No substantive changes.
5........................  No substantive changes.
6........................  The definition of ``Floor'' in NYSE Rule 6
                            has been modified in the NYSE Alternext
                            Equities Rules to incorporate the definition
                            of ``Floor'' in Rule 11a-1(c) of the
                            Exchange Act. NYSE intends to make
                            conforming changes to the NYSE Rules.
8........................  No substantive changes.
9........................  No substantive changes.
10.......................  No substantive changes.
11.......................  No substantive changes.
12.......................  The Rule is substantially identical to NYSE
                            Rule 12, with the following exception: The
                            cross-reference to Rule 284 was deleted to
                            reflect that Rule 284 itself has been
                            deleted from the NYSE's rules.
13.......................  The Rule is substantially identical to NYSE
                            Rule 13, with the following exceptions: (i)
                            References to ``Auction Market Orders'',
                            which were never actually implemented on the
                            NYSE, and ``Automated Bond System'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext, (ii) references
                            to ``ITS'' and ``ITS''-related rules are
                            obsolete and were deleted or modified and
                            (iii) references to ``Investment Company
                            Units'', ``Trust Issued Receipts'', ``Gold
                            Shares'', ``Currency Trust Shares'' and
                            ``Commodity Trust Shares'' were removed as
                            they are not applicable to trading on NYSE
                            Alternext.
15.......................  No substantive changes.
15A......................  The Rule is substantially identical to NYSE
                            Rule 15A, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
NYSE Rule 16.............  NYSE Rule 16 on bulletin board communications
                            was not adopted to the NYSE Alternext Rules
                            as it was an ITS-related Rule and deleted.
17.......................  No substantive changes.
NYSE Rule 17T............  NYSE Rule 17T was not adopted to the NYSE
                            Alternext Rules as it was an ITS-related
                            Rule and deleted.
18.......................  The Rule is substantially identical to NYSE
                            Rule 18. NYSE Alternext members will be
                            reimbursed by the Exchange and NYSE
                            Alternext will participate in the NYSE fund
                            for compensation for system malfunctions on
                            a pro rata basis with all NYSE members. A
                            companion rule filing amending NYSE Rule 18
                            will be submitted by the NYSE.
19.......................  No substantive changes.

[[Page 46079]]


20.......................  The Rule is substantially identical to NYSE
                            Rule 20, with the following exceptions: (i)
                            The Rule has been modified to reflect the
                            NYSE Alternext corporate structure and (ii)
                            as referenced above, NYSE Regulation will
                            perform services for NYSE Alternext pursuant
                            to an RSA.
NYSE Rule 21.............  NYSE Rule 21 was not adopted to the NYSE
                            Alternext Equities Rules since listings
                            determinations are no longer a Board
                            function on the NYSE and will not be a Board
                            function on NYSE Alternext.
22.......................  The Rule is substantially identical to NYSE
                            Rule 22, with the following exception: The
                            Rule has been modified to reflect the NYSE
                            Alternext corporate structure.
23.......................  No substantive changes.
24.......................  No substantive changes.
25.......................  No substantive changes.
27.......................  No substantive changes.
28.......................  The Rule is substantially identical to NYSE
                            Rule 28, with the following exception: The
                            Rule has been modified to reflect the NYSE
                            Alternext corporate structure.
35.......................  The Rule is substantially identical to NYSE
                            Rule 35, with the following exception:
                            Certain floor ticket and other requirements
                            have been deleted as outdated or obsolete.
36.......................  The Rule is substantially identical to NYSE
                            Rule 36, with the following exception:
                            References to ``RCMMs,'' Rule 800 (``Basket
                            Trading''), ``Investment Company Units'' and
                            ``Trust Issued Receipts'' were removed as
                            they are not applicable to trading on NYSE
                            Alternext.
37.......................  NYSE Alternext Equities Rule 37 has been
                            modified to provide that visitors may be
                            admitted to the Floor by any qualified
                            officer of NYSE Euronext or its subsidiaries
                            or a Senior Floor Official, Executive Floor
                            Official, a Floor Governor, or an Executive
                            Floor Governor of NYSE Alternext or New York
                            Stock Exchange LLC. Officers of NYSE Market
                            or NYSE Regulation who are not qualified
                            officers of NYSE Euronext will not be
                            permitted to admit visitors to the Floor of
                            the Exchange.
NYSE Rule 38.............  NYSE Rule 38 on bulletin board communications
                            was not adopted to the NYSE Alternext Rules
                            as it is no longer relevant.
NYSE Rule 45.............  NYSE Rule 45 was not adopted to the NYSE
                            Alternext Rules. The relevant text of this
                            Rule has been moved to Rule 0, and
                            references to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
46.......................  NYSE Alternext Equities Rule 46 has been
                            modified to provide for the cross-
                            designation of qualified NYSE Euronext
                            employees as Exchange Floor Officials and/or
                            Governors.
46A......................  No substantive changes.
47.......................  The Rule is substantially identical to NYSE
                            Rule 47, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
48.......................  No substantive changes.
51.......................  The Rule is substantially identical to NYSE
                            Rule 51, with the following exception:
                            References to ``NYSE Bonds'' and Rule 86
                            were removed as they are not applicable to
                            trading on NYSE Alternext.
52.......................  The Rule is substantially identical to NYSE
                            Rule 52, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
53.......................  No substantive changes.
54.......................  The Rule is substantially identical to NYSE
                            Rule 54, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
55.......................  The Rule is substantially identical to NYSE
                            Rule 55, with the following exception:
                            References to ``NYSE Bonds'' and Rule 86
                            were removed as no such Rule will be
                            applicable on NYSE Alternext.
56.......................  No substantive changes.
60.......................  The Rule is substantially identical to NYSE
                            Rule 60, with the following exceptions: (i)
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified, and (ii) liquidity bids and
                            positions are no longer disseminated on the
                            NYSE and are not applicable to trading on
                            NYSE Alternext.
60A......................  This Rule corresponds to existing Amex Rule
                            60 regarding vendor liability, which will
                            apply to NYSE Alternext. No substantive
                            changes to Amex Rule 60 were made.
61.......................  The Rule is substantially identical to NYSE
                            Rule 61, with the following exceptions: (i)
                            References to ``NYSE Bonds'' and Rule 86
                            were removed as they are not applicable to
                            trading on NYSE Alternext, (ii) references
                            to ``ITS'' and ``ITS''-related rules are
                            obsolete and were deleted or modified, and
                            (iii) references to NYSE Rules 391 (Special
                            Offerings and Bids) and 393 (Secondary
                            Distributions) were deleted as these Rules
                            were deleted from the NYSE's rules.
62.......................  No substantive changes.
63.......................  No substantive changes.
64.......................  No substantive changes.
65.......................  The Rule is substantially identical to NYSE
                            Rule 65, with the following exception:
                            References to ``cabinet securities'' and
                            ``Rule 85'' were removed as they are not
                            applicable to trading on NYSE Alternext.
66.......................  No substantive changes.
70.......................  No substantive changes.
71.......................  No substantive changes.
72.......................  The Rule is substantially identical to NYSE
                            Rule 72, with the following exception:
                            References to ``NYSE Bonds'' and Rule 86
                            were removed as they are not applicable to
                            trading on NYSE Alternext.
73.......................  No substantive changes.
74.......................  No substantive changes.
75.......................  No substantive changes.
76.......................  The Rule is substantially identical to NYSE
                            Rule 76, with the following exception:
                            References to ``Automated Bond System'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext.
77.......................  No substantive changes.
78.......................  No substantive changes.
79A......................  The Rule is substantially identical to NYSE
                            Rule 79A, with the following exceptions: (i)
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified, and (ii) references to ``NYSE
                            Bonds'' and Rule 86 were removed as they are
                            not applicable to trading on NYSE Alternext.

[[Page 46080]]


80B......................  No substantive changes.
NYSE Rule 85.............  NYSE Rule 85 regarding ``Cabinet Securities''
                            was not adopted to the NYSE Alternext Rules
                            as it is not applicable to trading on NYSE
                            Alternext.
NYSE Rule 86.............  NYSE Rule 86 regarding ``NYSE Bonds'' was not
                            adopted to the NYSE Alternext Rules as it is
                            not applicable to trading on NYSE Alternext.
90.......................  The Rule is substantially identical to NYSE
                            Rule 90, with the following exception: (i)
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified, and (ii) deletion of quotation of
                            Sections 11(a) of the Exchange Act and the
                            rules thereunder as the text thereof is
                            readily accessible elsewhere.
91.......................  No substantive changes.
92.......................  The Rule is substantially identical to NYSE
                            Rule 92, with the following exceptions: (i)
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified, and (ii) removal of references to
                            NYSE Rule 800 (Basket Trading) since NYSE
                            Alternext equities members will be subject
                            to NYSE Rule 800 as NYSE members.
93.......................  The Rule is substantially identical to NYSE
                            Rule 93, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
94.......................  The Rule is substantially identical to NYSE
                            Rule 94, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
95.......................  The Rule is substantially identical to NYSE
                            Rule 95, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
96.......................  The Rule is substantially identical to NYSE
                            Rule 96, with the following exceptions: (i)
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified, and (ii) references to Rule 800
                            (``Basket Trading'') were removed as
                            inapplicable to trading on NYSE Alternext.
98.......................  Amex Rule 193 is being retained and will be
                            renumbered to substitute in place of NYSE
                            Rules 98 and 98A regarding persons
                            affiliated with specialists as the NYSE is
                            currently reviewing its Rule 98.
                           The Rule is substantially identical to Amex
                            Rule 193, with the following exceptions: (i)
                            Internal cross-references were modified to
                            reflect the appropriate NYSE Alternext
                            Equities Rules or, where there is no
                            corresponding NYSE Alternext Equities Rule,
                            deleted, (ii) references to options rules
                            were removed as options will not be traded
                            on NYSE Alternext, and (iii) references to
                            ``Registered Trader'', ``Registered Equity
                            Market Maker'' and ``Registered Options
                            Trader'' were removed as these types of
                            market participants will not be permitted on
                            NYSE Alternext.
99.......................  No substantive changes.
100......................  No substantive changes.
101......................  No substantive changes.
102......................  No substantive changes.
103......................  The Rule is substantially identical to NYSE
                            Rule 103, with the following exception:
                            Monthly registration fees for registration
                            as regular specialists were removed. Any
                            such fees to be imposed on NYSE Alternext
                            will be made pursuant to a separate fee
                            filing.
103A.....................  No substantive changes.
103B.....................  The Rule is substantially identical to NYSE
                            Rule 103B, with the following exception: (i)
                            References to ``Investment Company Units'',
                            ``Trust Issued Receipts'', ``Gold Shares''
                            and ``Currency Trust Shares'', as well as
                            the ``Listed Company Manual'' and ``Quality
                            of Markets Committee'', were removed as they
                            are not applicable to trading on NYSE
                            Alternext and (ii) in Section XI, a
                            provision was added to limit trading of NYSE
                            Alternext-listed securities to posts where
                            NYSE-listed securities are not traded. It is
                            contemplated that a similar rule will be
                            added to the NYSE Rules to limit trading of
                            NYSE-listed securities to posts where NYSE-
                            Alternext-listed securities are not traded.
104......................  The Rule is substantially identical to NYSE
                            Rule 104, with the following exceptions: (i)
                            References to ``The Display Book'',
                            ``auction limit order'' and ``auction market
                            order'' were removed as they are not
                            applicable to trading on NYSE Alternext,
                            (ii) references to ``Investment Company
                            Units'', ``Trust Issued Receipts'', ``Gold
                            Shares'' and Rule 800 (``Basket Trading'')
                            were removed as they are not applicable to
                            trading on NYSE Alternext. In addition, the
                            Specialist Minimum Capital Requirements were
                            adjusted: NYSE Alternext is retaining the
                            structure of NYSE Rule 104 but conforming
                            the net capital requirements and ratios to
                            the lower existing Amex requirements to
                            reflect the smaller size of NYSE Alternext
                            member organizations.
104A.....................  The Rule is substantially identical to NYSE
                            Rule 104A, with the following exception:
                            References to ``ITS'' and ``ITS''-related
                            rules are obsolete and were deleted or
                            modified.
104B.....................  The Rule is substantially identical to NYSE
                            Rule 104B, with the following exception:
                            References to ``Investment Company Units'',
                            ``Trust Issued Receipts'', ``Gold Shares'',
                            ``Currency Trust Shares'', and ``Commodity
                            Trust Shares'' were removed as they are not
                            applicable to trading on NYSE Alternext.
105......................  The Rule is substantially identical to NYSE
                            Rule 105 with the following exception:
                            References to ``Investment Company Units''
                            and ``Trust Issued Receipts'' were removed
                            as they are not applicable to trading on
                            NYSE Alternext.
106......................  No substantive changes.
106A.....................  No substantive changes.
NYSE Rule 107A...........  NYSE Rule 107A was not adopted to the NYSE
                            Alternext Rules as NYSE Alternext will not
                            have Registered Competitive Market Makers.
108......................  No substantive changes.
NYSE Rule 110............  NYSE Rule 110 was not adopted to the NYSE
                            Alternext Rules as NYSE Alternext will not
                            have Competitive Traders.
NYSE Rule 111............  NYSE Rule 111 was not adopted to the NYSE
                            Alternext Rules as NYSE Alternext will not
                            have Competitive Traders.
112......................  The Rule is substantially identical to NYSE
                            Rule 112 with the following exception:
                            References to ``Floor'' have been modified
                            to cross reference the definition in Rule 6
                            (Floor).
113......................  No substantive changes.
115......................  The Rule is substantially identical to NYSE
                            Rule 115, with the following exception:
                            References to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified.
115A.....................  The Rule is substantially identical to NYSE
                            Rule 115A with the following exception:
                            References to ``Pre-Opening Application''
                            were removed as they are not applicable to
                            trading on NYSE Alternext.
116......................  No substantive changes.

[[Page 46081]]


117......................  No substantive changes.
118......................  No substantive changes.
NYSE Rule 119............  NYSE Rule 119 was not adopted to the NYSE
                            Alternext Rules as ``NYSE Bonds'' are not
                            applicable to trading on NYSE Alternext.
121......................  No substantive changes.
122......................  The Rule is substantially identical to NYSE
                            Rule 122 with the following exception:
                            References to ``d-Quoting'' were removed as
                            the provision sunset on its terms and is no
                            longer applicable to trading on NYSE
                            Alternext.
123......................  The Rule is substantially identical to NYSE
                            Rule 123, with the following exception: (i)
                            References to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified, and (ii) references to RCMMs and
                            CTs were deleted as these types of market
                            participants will not exist at NYSE
                            Alternext.
123A.....................  No substantive changes.
123B.....................  No substantive changes.
123C.....................  The Rule is substantially identical to NYSE
                            Rule 123C, with the following exception:
                            References to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified.
123D.....................  The Rule is substantially identical to NYSE
                            Rule 123D, with the following exception: (i)
                            References to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified; (ii) references to ``Investment
                            Company Units'', ``NYSE Bonds'' and Rule 86
                            were removed as they are not applicable to
                            trading on NYSE Alternext; and (iii)
                            references to the implementation dates for
                            the ``Sub penny trading'' halt condition
                            were removed as obsolete. The whole Rule
                            will apply to trading on NYSE Alternext, but
                            there are aspects of the Rule that are
                            obsolete for both NYSE and NYSE Alternext
                            due to sunset provisions.
NYSE Rule 123E...........  NYSE Rule 123E regarding the specialist
                            combination review policy was not adopted to
                            the NYSE Alternext Rules as the parameters
                            in the Rule are not relevant given (i) the
                            anticipated number and size of the NYSE
                            Alternext specialist firms, and (ii) the
                            Exchange's overall market structure.
123G.....................  No substantive changes.
124......................  No substantive changes.
126......................  The Rule is substantially identical to NYSE
                            Rule 126, with the following exception: The
                            cross-reference to Rule 425 (Income and
                            Expense Report) was deleted to reflect that
                            Rule 425 has been deleted from the NYSE's
                            rules.
127......................  No substantive changes.
128......................  The Amex version of the Clearly Erroneous
                            Transactions Rule was adopted as NYSE's
                            version of this rule (NYSE Rule 128) expired
                            in June 2008. The Rule is substantially
                            identical to Amex Rule 135A, with the
                            following exceptions: (i) References to
                            trading NASDAQ securities were removed as
                            inapplicable to trading on NYSE Alternext,
                            and (ii) references to Amex Rule 390
                            (Assumption of Loss Prohibited) were
                            removed, as its provisions are covered in
                            other rules adopted from the NYSE in NYSE
                            Alternext Equities Rule 352 (Guarantees,
                            Sharing in Accounts, and Loan Arrangements).
128A.....................  No substantive changes.
128B.....................  No substantive changes.
NYSE Rule 129............  NYSE Rule 129 was not adopted to the NYSE
                            Alternext Rules as oversight services fees
                            will not initially be imposed on NYSE
                            Alternext.
130......................  No substantive changes.
131......................  No substantive changes.
131A.....................  No substantive changes.
132......................  No substantive changes.
132A.....................  No substantive changes.
132B.....................  The Rule is substantially identical to NYSE
                            Rule 132B, with the following exception:
                            References to ``auction limit order'' and
                            ``auction market order'', ``RCMM'' and
                            ``CT'' were removed as they are not
                            applicable to trading on NYSE Alternext.
132C.....................  No substantive changes.
133......................  No substantive changes.
134......................  No substantive changes.
135......................  No substantive changes.
136......................  No substantive changes.
137......................  No substantive changes.
137A.....................  No substantive changes.
138......................  No substantive changes.
139......................  No substantive changes.
140......................  No substantive changes.
141......................  No substantive changes.
142......................  No substantive changes.
165......................  No substantive changes.
166......................  No substantive changes.
NYSE Rule 168............  NYSE Rule 168 was not adopted to the NYSE
                            Alternext Rules as it relies on NYSE Rule
                            284, which was deleted from the NYSE Rules.
175......................  No substantive changes.
176......................  No substantive changes.
177......................  No substantive changes.
178......................  No substantive changes.
179......................  No substantive changes.
180......................  No substantive changes.
181......................  No substantive changes.
182......................  No substantive changes.
183......................  No substantive changes.
184......................  No substantive changes.
185......................  No substantive changes.

[[Page 46082]]


186......................  No substantive changes.
187......................  No substantive changes.
188......................  No substantive changes.
189......................  The Rule is substantially identical to NYSE
                            Rule 189, with the following exception: The
                            reference to Rule 284 was deleted as there
                            is no longer a Rule 284.
190......................  No substantive changes.
191......................  No substantive changes.
192......................  No substantive changes.
193......................  No substantive changes.
194......................  No substantive changes.
195......................  No substantive changes.
196......................  No substantive changes.
197......................  No substantive changes.
198......................  No substantive changes.
199......................  No substantive changes.
200......................  The Rule is substantially identical to NYSE
                            Rule 200, with the following exception:
                            References to the NYSE Medallion signature
                            program were removed as NYSE Alternext will
                            not have its own medallion program but will
                            require use of medallion signatures in
                            accordance with NYSE Rules.
201......................  No substantive changes.
202......................  No substantive changes.
203......................  No substantive changes.
204......................  No substantive changes.
205......................  No substantive changes.
206......................  No substantive changes.
207......................  No substantive changes.
209......................  No substantive changes.
210......................  No substantive changes.
212......................  No substantive changes.
213......................  No substantive changes.
214......................  No substantive changes.
215......................  No substantive changes.
216......................  No substantive changes.
217......................  No substantive changes.
219......................  No substantive changes.
220......................  No substantive changes.
221......................  No substantive changes.
222......................  No substantive changes.
223......................  No substantive changes.
224......................  No substantive changes.
225......................  No substantive changes.
226......................  No substantive changes.
227......................  No substantive changes.
235......................  No substantive changes.
236......................  No substantive changes.
237......................  No substantive changes.
238......................  No substantive changes.
239......................  No substantive changes.
240......................  No substantive changes.
241......................  No substantive changes.
242......................  No substantive changes.
243......................  No substantive changes.
244......................  No substantive changes.
245......................  No substantive changes.
246......................  No substantive changes.
247......................  No substantive changes.
248......................  No substantive changes.
249......................  No substantive changes.
250......................  No substantive changes.
255......................  No substantive changes.
256......................  No substantive changes.
257......................  No substantive changes.
258......................  No substantive changes.
259......................  No substantive changes.
265......................  No substantive changes.
266......................  No substantive changes.
267......................  No substantive changes.
268......................  No substantive changes.
269......................  No substantive changes.
270......................  No substantive changes.
271......................  No substantive changes.

[[Page 46083]]


272......................  No substantive changes.
273......................  No substantive changes.
NYSE Rule 274............  NYSE Rule 274 was not adopted to the NYSE
                            Alternext Rules as it will not be applicable
                            to trading on NYSE Alternext.
275......................  No substantive changes.
280......................  No substantive changes.
281......................  No substantive changes.
282......................  No substantive changes.
283......................  No substantive changes.
285......................  No substantive changes.
286......................  No substantive changes.
287......................  No substantive changes.
288......................  No substantive changes.
289......................  No substantive changes.
290......................  No substantive changes.
291......................  No substantive changes.
292......................  No substantive changes.
293......................  No substantive changes.
294......................  No substantive changes.
296......................  No substantive changes.
299A.....................  No substantive changes.
299B.....................  No substantive changes.
299C.....................  No substantive changes.
300......................  The Rule is substantially identical to NYSE
                            Rule 300, modified to reflect that NYSE
                            Alternext members will be afforded a six
                            month grace period from the date any such
                            member receives an equities trading license
                            in exchange for a valid 86 Trinity Permit
                            within which to satisfy, as necessary, all
                            applicable membership requirements of the
                            Exchange.
301......................  No substantive changes.
303......................  No substantive changes.
304......................  No substantive changes.
304A.....................  The Rule is substantially identical to NYSE
                            Rule 304A, modified to reflect that NYSE
                            Alternext approved persons will be afforded
                            a six month grace period from the date any
                            such approved person receives an equities
                            trading license in exchange for a valid 86
                            Trinity Permit within which to satisfy, as
                            necessary, the requirements of this rule.
308......................  No substantive changes.
309......................  No substantive changes.
311......................  No substantive changes.
312......................  No substantive changes.
313......................  No substantive changes.
319......................  No substantive changes.
321......................  No substantive changes.
322......................  No substantive changes.
325......................  No substantive changes.
326......................  No substantive changes.
328......................  No substantive changes.
341......................  No substantive changes.
342......................  The Rule is substantially identical to NYSE
                            Rule 342 with the following exception:
                            References to ``bonds'' were removed as they
                            are not applicable to trading on NYSE
                            Alternext.
343......................  No substantive changes.
344......................  No substantive changes.
345......................  The Rule is substantially identical to NYSE
                            Rule 345 with the following exception:
                            References to ``Registered Options
                            Representatives'' were removed as this type
                            of market participant will not be permitted
                            to trade on NYSE Alternext Trading Systems.
345A.....................  No substantive changes.
346......................  No substantive changes.
347......................  No substantive changes.
350......................  The Rule is substantially identical to NYSE
                            Rule 350 with the following exception:
                            References to ``Human Resources Department''
                            were removed as they are not applicable to
                            trading on NYSE Alternext.
351......................  No substantive changes.
352......................  No substantive changes.
353......................  No substantive changes.
354......................  No substantive changes.
375......................  No substantive changes.
382......................  No substantive changes.
387......................  No substantive changes.
388......................  No substantive changes.
392......................  No substantive changes.
401......................  No substantive changes.
401A.....................  No substantive changes.
402......................  No substantive changes.
404......................  No substantive changes.
405......................  No substantive changes.
405A.....................  No substantive changes.

[[Page 46084]]


406......................  No substantive changes.
407......................  The Rule is substantially identical to NYSE
                            Rule 407 with the following exception:
                            References to ``Ethics Officer'' and ``Human
                            Resources Division'' were removed as they
                            are not applicable to trading on NYSE
                            Alternext.
407A.....................  No substantive changes.
408......................  The Rule is substantially identical to NYSE
                            Rule 408 with the following exception:
                            References to ``Registered Options
                            Principal'' were removed as this type of
                            market participant will not be permitted to
                            trade on NYSE Alternext Trading Systems.
409......................  No substantive changes.
409A.....................  No substantive changes.
410......................  No substantive changes.
410A.....................  No substantive changes.
410B.....................  No substantive changes.
411......................  No substantive changes.
412......................  No substantive changes.
413......................  No substantive changes.
NYSE Rule 414............  NYSE Rule 414 concerning index and currency
                            warrants was not adopted to the NYSE
                            Alternext Rules as it will not be applicable
                            to trading on NYSE Alternext.
416......................  No substantive changes.
416A.....................  No substantive changes.
418......................  No substantive changes.
420......................  No substantive changes.
421......................  No substantive changes.
422......................  The Rule is substantially identical to NYSE
                            Rule 422, with changes made to reflect the
                            proper corporate structure.
424......................  No substantive changes.
430......................  No substantive changes.
431......................  The Rule is substantially identical to NYSE
                            Rule 431 with the following exception:
                            References to rules in the 700 series
                            (Options) and Rule 414 (Index and Currency
                            Warrants) were deleted as they are
                            inapplicable to trading on NYSE Alternext.
432......................  No substantive changes.
434......................  No substantive changes.
435......................  No substantive changes.
436......................  No substantive changes.
438......................  No substantive changes.
440......................  No substantive changes.
440A.....................  No substantive changes.
440B.....................  No substantive changes.
440C.....................  No substantive changes.
440F.....................  No substantive changes.
440G.....................  No substantive changes.
440H.....................  No substantive changes.
440I.....................  No substantive changes.
445......................  No substantive changes.
446......................  No substantive changes.
450......................  No substantive changes.
451......................  The Rule is substantially identical to NYSE
                            Rule 451 with the following exception:
                            References to ``NYSE Company Manual'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext.
452......................  The Rule is substantially identical to NYSE
                            Rule 452 with the following exception:
                            References to ``NYSE Company Manual'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext.
453......................  No substantive changes.
454......................  No substantive changes.
455......................  No substantive changes.
456......................  No substantive changes.
457......................  No substantive changes.
458......................  No substantive changes.
459......................  No substantive changes.
460......................  The Rule is substantially identical to NYSE
                            Rule 460 with the following exception:
                            References to ``Investment Company Units''
                            and ``Trust Issued Receipts'' were removed
                            as they are not applicable to trading on
                            NYSE Alternext.
465......................  No substantive changes.
472......................  No substantive changes.
475-477..................  As noted above, NYSE Rules 475-477 will be
                            adopted as part of the Amex Rules for ``Day
                            1'' and will apply to trading on NYSE
                            Alternext following the Equities Relocation.
497......................  The Rule is substantially identical to NYSE
                            Rule 497 with the following exception:
                            References to ``NYSE Company Manual'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext.
600......................  The Rule is substantially identical to NYSE
                            Rule 600A and was included, and NYSE Rules
                            600-639 (Arbitration) were not adopted, in
                            the NYSE Alternext Equities Rules to clarify
                            that the arbitration procedures of NYSE
                            Alternext will be handled by FINRA.
900......................  The Rule is substantially identical to NYSE
                            Rule 900 with the following exceptions: (i)
                            References to ``RCMMs'' and ``CTs'' were
                            removed as they are not applicable to
                            trading on NYSE Alternext and (ii)
                            references to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified. After-hours trading on the
                            Exchange is described more fully below.
901......................  No substantive changes.
902......................  No substantive changes.
903......................  No substantive changes.

[[Page 46085]]


904......................  No substantive changes.
905......................  No substantive changes.
906......................  No substantive changes.
907......................  No substantive changes.
1000.....................  The Rule is substantially identical to NYSE
                            Rule 1000 with the following exception: (i)
                            References to ``ITS'' and ``ITS-related''
                            rules are obsolete and were deleted or
                            modified, and (ii) references to a NYSE
                            Direct\+\ related pilot program sunset
                            according to its terms and were deleted.
1001.....................  No substantive changes.
1002.....................  The Rule is substantially identical to NYSE
                            Rule 1002 with the following exceptions: (i)
                            References to ``Investment Company Units'',
                            ``Trust Issued Receipts'', ``Gold Shares'',
                            ``Currency Trust Shares'' and ``Commodity
                            Trust Shares'' were removed as they are not
                            applicable to trading on NYSE Alternext and
                            (ii) references to ``ITS'' and ``ITS-
                            related'' rules are obsolete and were
                            deleted or modified.
1004.....................  No substantive changes.
------------------------------------------------------------------------

After-Hours Trading on NYSE Alternext
    As with equities trading during regular trading hours, NYSE 
Alternext will provide after-hours trading using the trading systems 
and facilities of the NYSE. Pursuant to the Equities Relocation, 
Crossing Session I (described below) will be provided to the Exchange's 
members and any trades executed therein will print as an NYSE Alternext 
execution. Crossing Session II will not be offered as a separate 
trading facility to members of the Exchange. The NYSE has indicated 
that Crossing Sessions III and IV, which were established as pilot 
programs, will be allowed to lapse at the end of their current 
authorization and thus the Exchange will not offer these Crossing 
Sessions to its members.\21\
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    \21\ See Securities Exchange Act Release No. 57213 (January 28, 
2008), 73 FR 6540 (February 4, 2008) (SR-NYSE-2008-07). The NYSE's 
pilot program for Crossing Sessions III and IV is set to expire on 
February 1, 2009.
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    Crossing Session I, from 4:15 p.m. to 5 p.m., is for the execution 
of closing-price (single-sided or coupled) orders and Good Til Cross 
orders:
     Closing-price orders are orders to buy or sell a security 
at its closing price; orders may be singled-sided or coupled, so long 
as both sides of a coupled order are not proprietary (see NYSE 
Alternext Equities Rule 902(a)(ii));
     Good `Til Cross (GTX) orders are Good `Til Cancelled 
Orders (GTC) that have been designated as ``Off-Hours eligible'' for 
execution in after-hours Crossing Session I. GTX orders that are 
marketable at or better than the closing price migrate from the 
specialist's limit order book to Crossing Session I (see NYSE Alternext 
Equities Rule 902(b)).\22\
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    \22\ A GTC Order is an order to buy or sell that remains in 
effect until it is either executed or cancelled. See proposed NYSE 
Alternext Rule 13. Unless designated as a GTX Order, a GTC Order 
will not execute in the after-hours facilities of the Exchange and 
will remain on the Book until the start of trading the next business 
day.
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    Trades entered in Crossing Session I are executed at the closing 
price on the Exchange; there are no new quotes or pricing during 
Crossing Session I. Partially or wholly unexecuted closing-price orders 
expire at the end of the after-hours trading sessions.\23\ Any GTX 
orders that remain partially or wholly unexecuted at the close of 
after-hours trading on the Exchange move back to the specialist's limit 
order book for trading the next business day as GTC orders. Prior to 
execution in Crossing Session I, a member may cancel any closing-price 
or migrated GTX orders.\24\
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    \23\ See proposed NYSE Alternext Rule 902(e).
    \24\ See proposed NYSE Alternext Rule 902(d).
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the requirements of the Exchange Act and the rules and regulations 
thereunder that are applicable to a national securities exchange, and, 
in particular, with the requirements of Section 6(b) of the Act.\25\ 
The Exchange believes that its proposal is consistent with and furthers 
the objectives of Section 6(b) of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\26\ in particular, in that it 
would create a trading and regulatory structure that is designed to 
promote just and equitable principles of trade, prevent fraudulent and 
manipulative acts and practices, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system, and, 
in general, protect investors and the public interest.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that, pursuant to the Mergers, the separation 
and relocation of the Exchange's equities and options trading 
operations to the NYSE and NYSE Arca trading systems and facilities, 
respectively, will enhance its ability to provide quality products and 
services to its customers. The Exchange also believes that, with a dual 
market structure and diversified business model, it will ensure its 
ability to compete in the marketplace. The Mergers should also permit 
the new entity to improve its technology and engage in value-enhancing 
transactions designed to facilitate its long-term success.
    The Exchange does not believe that the proposed change to a for-
profit institution will undermine its responsibilities for regulating 
its marketplace. As described above, following the Mergers the 
regulatory functions of the Exchange will be carried out by NYSE 
Regulation, whose status as a not-for-profit entity will facilitate the 
Exchange in managing conflicts between its business and regulatory 
objectives, maintaining regulatory standards and complying with its 
obligations as a registered national securities exchange and self-
regulatory organization.

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

    The Exchange does not believe that the proposed rule change will 
impose any inappropriate burden on competition.

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from persons or entities that trade on 
the Exchange or other interested parties.

[[Page 46086]]

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding, or (ii) as to 
which the Amex consents, the Commission will:
    (A) By order approve such proposed rule change; or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-Amex-2008-63 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-Amex-2008-63. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for inspection and 
copying in the Commission's Public Reference Room, on official business 
days between the hours of 10 a.m. and 3 p.m. Copies of the filing also 
will be available for inspection and copying at the principal office of 
the Exchange. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
Amex-2008-63 and should be submitted on or before August 28, 2008.
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    \27\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-18073 Filed 8-6-08; 8:45 am]

BILLING CODE 8010-01-P
