Conflicts of Interest

Named Party In Interest Conflict

1. No member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse will knowingly participate in such body's deliberations or voting in any matter involving a named party in interest where such member (1) is the named party in interest in the matter, (2) is an employer, employee or fellow employee of a named party in interest, (3) has any other significant, ongoing business relationship with a named party in interest, excluding relationships limited to Contracts, or (4) has a family relationship with a named party in interest.

2. Prior to consideration of any matter involving a named party in interest, each member of the deliberating body who does not choose to abstain from deliberations and voting will disclose to the Chief Regulatory Officer whether such member has one of the relationships listed in paragraph 1 above with a named party in interest.

3. The Chief Regulatory Officer will determine whether any member of the relevant deliberating body who does not choose to abstain from deliberations and voting is subject to a conflicts restriction under this paragraph 3. Such determination will be based upon a review of the following information: (1) information provided by such member pursuant to paragraph 2 above; and (2) any other source of information that is held by and reasonably available to the Exchange.

Financial Interest in a Significant Action Conflict

1. No member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse will participate in such body's deliberations and voting on any significant action if such member has a direct and substantial financial interest in the result of the vote, as determined pursuant to paragraph 3 below.

2. Prior to consideration of any significant action, each member of the deliberating body who does not choose to abstain from deliberations and voting will disclose to the Chief Regulatory Officer any information that may be relevant to a determination of whether such member has a direct and substantial financial interest in the result of the vote.

3. The Chief Regulatory Officer will determine whether any member of the relevant deliberating body who does not choose to abstain from deliberations and voting is subject to a conflicts restriction under this paragraph 3. Such determination will be based upon a review of the following information: (1) the most recent large trader reports and clearing records available to the Exchange; (2) information provided by such member pursuant to paragraph 2 above; and (3) any other information reasonably available to the Exchange or the Clearinghouse, taking into consideration the exigency of the significant action being contemplated.

4. Any member of the Board, the Hearing Panel, any Board of Appeals or any other disciplinary committee of the Exchange or the Clearinghouse who would otherwise be required to abstain from deliberations and voting pursuant to paragraph 1 above may participate in deliberations, but not voting, if the deliberating body, after considering the factors specified below, determines that such participation would be consistent with the public interest; provided, however, that before reaching any such determination, the deliberating body will fully consider the information specified in paragraph 2 above which is the basis for such member's substantial financial interest in the significant action that is being contemplated. In making its determination, the deliberating body will consider: (1) whether such member's participation in the deliberations is necessary to achieve a quorum; and (2) whether such member has unique or special expertise, knowledge or experience in the matter being considered.

The minutes of any meeting to which the conflicts determination procedures set forth in this Rule apply will reflect the following information:

1. the names of all members of the relevant deliberating body who attended such meeting in person or who otherwise participated in such meeting;

2. the name of any member of the relevant deliberating body who voluntarily recused himself or herself or was required to abstain from deliberations or voting on a matter and the reason for the recusal or abstention, if stated;

3. the information that was reviewed for each member of the relevant deliberating body; and

4. any determination made in accordance with Rule 207.2.4 above.