Proposed Rule

Section 2: Composition; Term of Members.

(a) Each Subcommittee of the Nominating Committee shall be composed of three representatives of the Subcommittee's category, except that:

(i) The FCM and LTM Subcommittee shall be composed of one representative of FCMs or LTMs with 1-15 offices, one representative of FCMs or LTMs with 16-50 offices, and one representative of FCMs or LTMs with 51 or more offices; and

(ii) The IB Subcommittee shall be composed of three representatives, including at least one representative of IBs required to maintain minimum adjusted net capital and at least one representative of IBs not required to maintain minimum adjusted net capital.

(b) Each member Members of the Nominating Committee shall serve for a staggered terms of three years from the date of the Annual Election at which they are elected until the date of the Annual Election three years hence at which their successor is elected. one year, or until the Annual Election in which there is at least one position to be filled on the Board in the category of the Subcommittee on which such member serves.

Section 3: Selection of Committee Members.

Each Subcommittee of the Nominating Committee shall nominate, for each position to be filled on the Nominating Committee, one eligible individual for election by the Members to that Subcommittee for the following term. Additional nominations may be made for each such position by petition in the manner set forth in Article VII, Section 3. The procedures for such election shall be the same as those prescribed in Article VII, Section 3. No person shall be nominated or elected to the Nominating Committee who has served on the Nominating Committee during any of the preceding three terms term, and no person shall be nominated or elected to the Nominating Committee who, at the time of such nomination or election, is a Director. Any vacancy that occurs on the Nominating Committee shall be filled by the Board from among persons eligible under this Article to serve thereon.