EXHIBIT 10.13


 


[ARCHIPELAGO LOGO]


 


 


November 15, 2004


 


 


Ms. Julia Bronson


Managing Director


Spear, Leeds & Kellogg, L.P.


120 Broadway


New York, New York  10271


 


Re:  CLEARING LETTER AGREEMENT


 


Dear Julia:


 


This letter agreement (“Letter Agreement”) sets forth the mutual
understanding between Spear, Leeds & Kellogg (“SLK”) and Archipelago
Holdings, L.L.C. (“Archipelago”) concerning the clearing arrangement between
SLK and Archipelago. Terms used but not defined herein shall have the
definitions set forth in the Fully Disclosed Clearing Agreement between the
parties dated January 7, 2002, and all amendments thereto (“Fully
Disclosed Agreement”). In the event of inconsistencies between the terms of
this Letter Agreement and the Fully Disclosed Agreement, the terms of this
Letter Agreement shall prevail. Furthermore, SLK and Archipelago also agree to
use reasonable best efforts to negotiate in good faith the new form of clearing
agreement now in use by SLK. The parties agree that SLK will charge Archipelago
[***] per ticket of each trade in Equity Securities it clears on behalf of
Archipelago, regardless of size. This charge shall apply to trades that SLK
currently clears through its account [***], or any other applicable account
that the parties mutually agree is designated as an Archipelago account for
clearing services. In addition, this charge applies to orders routed directly
to the New York Stock Exchange (“NYSE”) through DOT, the electronic order
delivery system of the NYSE; provided, however, that the parties agree mutually
to review the per ticket charge applied to DOT trades if the parties determine
in good faith during the term of the Letter Agreement, set forth below, that
such DOT routing has materially increased. [***] The parties agree that “per
ticket” is defined as either the buy or the sell side of each trade executed
and acknowledge that there will be two tickets for each individual execution,
for a total charge of $[***] per execution.


 


This Letter Agreement is effective on November 15, 2003, and shall
terminate on December 31, 2004, unless otherwise mutually agreed by the
parties.


 












*** Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.


 

















 


If the foregoing terms are acceptable to you, please indicate by
signing both the enclosed copies of this letter where indicated and returning
one copy to the undersigned.


 


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Michael A. Cormack

  	
   

  	
   

  
	
   

  	
   

  
	
  Michael A. Cormack

  	
   

  
	
  President

  	
   

  
	
  Archipelago Holdings, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted and agreed as of the date first above written:

  
	
   

  	
   

  
	
   

  	
  Spear, Leeds & Kellogg, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Julia A. Bronson

  
	
   

  	
   

  	
  Name:

  	
  Julia A. Bronson

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Spear, Leads & Kellogg

  
					



 


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