Sec. 5.  (a) The Board shall appoint an Audit Committee. The Audit Committee shall consist of four or five Governors, none of whom shall be officers or employees of the Corporation. The Audit Committee shall include at least two Public Governors. A Public Governor shall serve as Chair of the Committee.

Sec. 2.  Upon request of the Secretary of the Corporation, each prospective committee member who is not a Governor shall provide to the Secretary such information as is reasonably necessary to serve as the basis for a determination of the prospective committee member's classification as an Industry or Public committee member. The Secretary shall certify to the Board each prospective committee member's classification.

Sec. 1.  (a) The Corporation shall have the following committees of the Board: the NASD Group Committee (during the Transitional Period); the NYSE Group Committee (during the Transitional Period); the Small Firm Governor Committee; and the Large Firm Governor Committee, which in each case shall be comprised of the Governors specified herein and in the Restated Certificate of Incorporation to be the members thereof and shall have the authority provided for herein and in the Restated Certificate of Incorporation.

Sec. 7.  The Corporation may secure the fidelity of any or all of its officers, agents, or employees by bond or otherwise.

Sec. 6.  (a) Any officer may resign at any time upon written notice of resignation to the Board, the Chief Executive Officer, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein.

Sec. 5.  The Board may delegate the duties and powers of any officer of the Corporation to any other officer or to any Governor for a specified period of time and for any reason that the Board may deem sufficient.

Sec. 4.  The Board may retain or authorize the employment of counsel, with such powers, titles, duties, and authority as it shall deem necessary or advisable.