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Rule 311 Formation and Approval of Member Organizations

This rule interpretation is no longer applicable effective December 15, 2008.

(b)
(5) OFFICERS
/04 Other Dual or Multi-Designations

Any assignment of principal executive dual-designation other than an arrangement described in /03 of this Interpretation, or any multi-designation of principal executive titles, requires the prior written approval of the Exchange.
/05 Co-Designation of Principal Executives

The prior written approval of the Exchange is required to assign more than one person to a single "principal executive" designation pursuant to Rule 311(b)(5). Member organizations seeking approval for such co-designations must submit a written request to the Exchange that sets forth the reason for the co-designation, explains how the arrangement is structured, and makes clear that each co-designee has joint and several responsibility for discharging the duties of that principal executive designation. However, the Exchange may approve a specific plan identifying the business need and other justification for an arrangement which does not provide for joint and several responsibility for principal executives other than the chief executive officer and chief financial officer. Such a plan must identify the areas and functions subject to separate supervisory responsibility and make specific provisions for the supervisory responsibility of functions, activities and areas which can be reasonably be expected to overlap. In addition, in the case of co-CCOs, the written approval request submitted in accordance with this Interpretation shall include a representation to the Exchange, to the effect that the CEO's Annual Report and Certification required by Rule 342.30(e) will further state, in addition to the fact that each such CCO has met the qualification requirements set forth at 342.30(d)/01, that the collective authority, accountability, and responsibility of such co-equal CCOs encompasses, without exception, every aspect of the business of such member organization.

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