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OCC Board Committee Charters

The Board currently has five committees: the Audit Committee, the Compensation and Performance Committee, the Governance and Nominating Committee, the Risk Committee and the Technology Committee

The Audit Committee

The Board of Directors (the "Board") of Directors of The Options Clearing Corporation ("OCC") has established an Audit Committee to assist the Board in overseeing OCC's financial reporting process, OCC's system of internal controls, OCC's auditing, accounting and compliance process, and OCC's external auditor's independence, performance and coverage. The Audit Committee Charter is reviewed annually with any changes subject to Board and regulatory approval.

The Compensation and Performance Committee

The Board of Directors ("Board") of The Options Clearing Corporation ("OCC") has established a Compensation and Performance Committee to assist the Board in (i) overseeing the overall performance of OCC in promptly and accurately delivering clearance, settlement and other designated industry services, and the accomplishment of other periodically established corporate goals and objectives in light of OCC's role as a systemically important financial market utility; (ii) overseeing OCC's Capital Plan and financial performance; (iii) overseeing OCC's Human Resources program; (iv) overseeing the structure, design and funding, as applicable, of employee (including management) compensation, incentive and benefit programs; and (v) recommending the compensation of the Executive Chairman and the President to the Board and approving the compensation of members of the Management Committee and certain other key officers, as appropriate. The Compensation and Performance Committee Charter is reviewed annually with any changes subject to Board and regulatory approval.

The Governance and Nominating Committee

The Board of Directors ("Board") of The Options Clearing Corporation ("OCC") has established a Governance and Nominating Committee to assist the Board in: (i) identifying, screening and reviewing individuals qualified to serve as Directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill Board vacancies; (ii) developing, recommending to the Board and overseeing implementation of OCC's Board Code of Conduct; and (iii) reviewing on a regular basis the overall corporate governance of OCC and recommending improvements to the Board when necessary. The Governance and Nominating Committee Charter is reviewed annually with any changes subject to Board and regulatory approval.

The Risk Committee

The Board of Directors ("Board") of The Options Clearing Corporation ("OCC") has established a Risk Committee (the "Committee") to assist the Board in overseeing the OCC's policies and processes for identifying and addressing strategic, operational and financial (i.e., credit, market, liquidity and systemic) risks. The Committee is responsible for overseeing the overall enterprise risk management framework implemented by management, including reviewing material policies and processes relating to (i) membership criteria and financial safeguards, (ii) member and other counterparty risk exposure assessments, (iii) liquidity requirements and maintenance of financial resources, (iv) risk modeling and assessments, (v) default management planning, and (vi) risks related to new initiatives. The Committee is also responsible for performing those functions delegated to the Committee under OCC's By-Laws and Rules. The Risk Committee Charter is reviewed annually with any changes subject to Board and regulatory approval.

The Technology Committee

The Board of Directors ("Board") of The Options Clearing Corporation ("OCC") has established a Technology Committee to assist the Board in overseeing OCC's information technology ("IT") strategy, infrastructure, resources and risks, including (i) overseeing major IT related strategies, projects and technology architecture decisions; (ii) overseeing whether OCC's IT programs effectively support OCC's business objectives and strategies and comply with regulatory requirements, including Regulation SCI; (iii) monitoring OCC's IT risk management efforts and the security of OCC's information systems and physical security of information system assets; and (iv) conferring with OCC's senior IT management team and informing the Board on IT related matters. The Technology Committee Charter is reviewed annually with any changes subject to Board and regulatory approval.