Board

The Board shall manage the day to day business operations of the Exchange and the Clearinghouse. The Board has the power and authority to call for review, and to affirm, modify, suspend or overrule, any and all decisions and actions of standing committees or special committees of the Board or any panel of the Officers related to the day to day business operations of the Exchange and Clearinghouse.

The Board may act only by the decision of an absolute majority in number of the Directors by vote at a meeting, by unanimous written consent without a meeting, or as otherwise set forth in the LLC Agreement.

At all times, at least 35% of the Directors shall be Public Directors. Each Director (including Public Directors) shall be appointed in accordance with the LLC Agreement, and shall serve until his or her successor is duly appointed, or until his or her earlier resignation or removal, with or without cause.

Each Director is entitled to indemnification pursuant to the LLC Agreement with respect to matters relating to the Exchange and Clearinghouse.

To qualify as a Public Director, an individual must be found, by action of the Board, to have no material relationship with the Exchange or the Clearinghouse. The Board must make such finding upon the nomination or appointment of the Director and as often as necessary in light of all circumstances relevant to such Director, but in no case less than annually. A "material relationship" is one that reasonably could affect the independent judgment or decision-making of the Director. The Board need not consider previous service as a Director of the Exchange and the Clearinghouse to constitute a "material relationship." A Director shall be considered to have a "material relationship" with the Exchange and/or the Clearinghouse if any of the following circumstances exist or have existed within the past year:

1. such Director is or was an Officer or an employee of the Exchange or the Clearinghouse, or an officer or an employee of an Affiliate of the Exchange or the Clearinghouse;

2. such Director is or was a Participant, Clearing Member or material owner of the Exchange or the Clearinghouse;

3. such Director is or was a director, an officer, or an employee of a Participant, Clearing Member or owner of the Exchange or the Clearinghouse;

4. such Director is or was an officer of another entity, which entity has a compensation committee (or similar body) on which any Officer of the Exchange or the Clearinghouse serves;

5. such Director, or an entity with which the Director is a partner, an officer, an employee, or a director, receives or has received more than $100,000 in combined annual payments for legal, accounting, or consulting services from the Exchange or the Clearinghouse or their Affiliates, any Participant, any Clearing Member or any Affiliate of such Participant or Clearing Member. Compensation for services as a Director of the Exchange or the Clearinghouse or as a director of an Affiliate thereof does not count toward the $100,000 payment limit, nor does deferred compensation for services rendered prior to becoming a Director, so long as such compensation is in no way contingent, conditioned, or revocable; or,

6. in the case of a Public Director that is a member of the Regulatory Oversight Committee or the Exchange Participant Committee, such Public Director accepts or has accepted, directly or indirectly, any consulting, advisory, or other compensatory fee from the Exchange or its Affiliate or any Participant or any Affiliate of such Participant, other than deferred compensation for service rendered prior to becoming a member of the Regulatory Oversight Committee or the Exchange Participant Committee, provided that such compensation is in no way contingent, conditioned, or revocable.

7. Any of the "material relationships" set forth above apply to the "immediate family" of such Director, i.e., spouse, parents, children, and siblings, in each case, whether by blood, marriage, or adoption, or any person residing in the home of the director or that of his or her immediate family.

The compensation of the Public Directors and other non-executive members of the Board shall not be linked to the business performance of the Exchange or the Clearinghouse.

The Board shall have procedures, as may be further set forth in policies that the Exchange or the Clearinghouse may adopt, to remove a member from the Board where the conduct of such member is likely to be prejudicial to the sound and prudent management of the Exchange or the Clearinghouse.

The Board shall establish arrangements to permit consideration of Participants in connection with the functioning of the Exchange or the Clearinghouse and with additions or amendments to the Rules and shall make a description of such arrangements available to the public and to the CFTC.