04-1664. Self-Regulatory Organizations; Order Approving Proposed Rule Change and Amendment No. 1 Thereto by the Chicago Board Options Exchange, Inc. Relating to the Appointment of the Members and Chairman of Its Governance Committee

January 20, 2004.

On September 5, 2003, the Chicago Board Options Exchange, Inc. (“CBOE” or “Exchange”) submitted to the Securities and Exchange Commission (“Commission”), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change that would give the Chairman of the Board of Directors (“Board”) the authority to appoint the members and chairman of CBOE's Governance Committee. CBOE submitted Amendment No. 1 to the proposed rule change by facsimile on November 6, 2003.^[3] The proposed rule change was published for comment in the Federal Register on November 18, 2003.^[4] The Commission received no comments on the proposal.

The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.^[5] In particular, the Commission believes that the proposed rule change is consistent with section 6(b)(5) of the Act,^[6] which requires, among other things, that CBOE's rules be designed to promote just and equitable principles of trade and, in general, to protect investors and the public interest. The Commission notes that the proposed rule change makes the appointment process for the Governance Committee consistent with the process currently in place for other standing committees of the Board, and also eliminates a redundancy between the Exchange's Constitution and its rules with respect to the appointment process for the Audit and Compensation Committees.

It is therefore ordered, pursuant to section 19(b)(2) of the Act,^[7] that the proposed rule change, as amended (SR-CBOE-2003-37) be, and it hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[8]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See letter from Patrick Sexton, Assistant General Counsel, CBOE, to Gordon Fuller, Counsel to the Assistant Director, Division of Market Regulation, Commission, dated November 6, 2003 (“Amendment No. 1”). In Amendment No. 1, CBOE clarified the current procedure by which Governance Committee members are appointed, explained the reason for the proposed rule change, and revised a portion of the original proposed rule text.

4.  Securities Exchange Act Release No. 48913 (November 11, 2003), 68 FR 65975 (November 18, 2003).

5.  In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

6.  15 U.S.C. 78f(b)(5).

7.  15 U.S.C. 78s(b)(2).

8.  17 CFR 200.30-3(a)(12).