Qualifications of Directors; Eligibility/Fitness

An individual may not serve as a Board member, or serve on a committee established by the Board, the Hearing Panel, or a Board of Appeals, or hold a 10% or more ownership interest in the Exchange or the Clearinghouse, if the individual:

1. within the prior three (3) years has been found, by a final decision in any action or proceeding brought in a court of competent jurisdiction, the CFTC, or any Self-Regulatory Organization, to have committed a disciplinary offense;

2. within the prior three (3) years has entered into a settlement agreement in which any of the findings or, in the absence of such findings, any of the acts charged, included a disciplinary offense;

3. is currently suspended from trading on a Contract Market, is suspended or expelled from membership in a Self-Regulatory Organization, is serving any sentence or probation, or owes any portion of a fine or penalty related to either: (1) a finding of a disciplinary offense by a final decision in any action or proceeding brought in a court of competent jurisdiction, the CFTC, or any Self-Regulatory Organization; or (2) a settlement agreement in which any of the findings or, in the absence of such findings, any of the acts charged included a disciplinary offense;

4. is currently subject to an agreement with the CFTC or Self-Regulatory Organization not to apply for registration with the CFTC or for membership in the Self-Regulatory Organization;

5. is currently, or within the past three (3) years has been, subject to a revocation or suspension of registration by the CFTC;

6. has been convicted of a felony listed in Section 8a(2)(D)(ii) through (iv) of the CEA; or

7. is currently subject to a denial, suspension or disqualification from serving on a disciplinary committee, arbitration panel or governing board of any Self-Regulatory Organization as that term is defined in Section 3(a)(26) of the Securities Exchange Act of 1934; or

8. is subject to a statutory disqualification pursuant to Section 8a(2) of the CEA.

9. For purposes of this Rule 204.1, the terms "disciplinary offense," "final decision" and "settlement agreement" have the meaning given those terms in CFTC Rule 1.63(a).

Prior to nomination to the Board, each individual shall certify he/she is not disqualified pursuant to Rule 204.1. Upon appointment, each member of the Board shall provide to the Exchange or the Clearinghouse, where applicable, changes in registration information within 30 days and certification of compliance accordingly. In addition, each member will certify on at least an annual basis regarding their continued compliance with Rule 204.1. The Exchange and the Clearinghouse shall verify information supporting Board compliance with eligibility criteria.

In addition, to serve as a member of the Board, an individual must possess the ability to contribute to the effective oversight and management of the Exchange and the Clearinghouse, taking into account the needs of the Exchange and the Clearinghouse and such factors as the individual's experience, perspective, skills and knowledge of the industry in which the Exchange and the Clearinghouse operates. This shall include sufficient expertise, where applicable, in financial services, risk management, and clearing services.