COMMODITY EXCHANGE, INC.
AMENDED AND RESTATED BY-LAWS
Amended and Restated as of August 26, 2021

SectionSubject

Page No.

ARTICLE 1 MEMBERSHIP ............................................................................................ 1
Section 100. CATEGORIES, NUMBER OF MEMBERSHIPS ...................................... 1
Section 101. [RESERVED] ........................................................................................... 1
Section 102. [RESERVED] ........................................................................................... 1
Section 103. DUES ....................................................................................................... 1
Section 104. ASSESSMENTS ...................................................................................... 1
Section 105. FEES ........................................................................................................ 2
Section 106. [RESERVED] ........................................................................................... 5
Section 107. NOTICE OF DUES AND ASSESSMENTS .............................................. 5
Sections 108 - 156. [RESERVED] ................................................................................ 6
Section 157. COMEX DIVISION MEMBERSHIP RIGHTS AND PRIVILEGES............. 6
Section 158. ADDITIONAL COMEX DIVISION MEMBER RIGHTS ............................. 8
ARTICLE 2 MEETINGS OF MEMBERS ....................................................................... 12
Section 200. TIME AND PLACE OF MEETINGS OF MEMBERS .............................. 12
Section 200A. MEETINGS OF NPCL MEMBERS ...................................................... 12
Section 201. ANNUAL MEETINGS OF COMEX DIVISION MEMBERS..................... 12
Section 202. SPECIAL MEETINGS OF COMEX DIVISION MEMBERS .................... 12
Section 203. NOTICE OF MEETING........................................................................... 13
Section 204. QUORUM OF MEMBERS ...................................................................... 13
Section 205. VOTING.................................................................................................. 13
Section 206. PROXIES ............................................................................................... 15
Section 207. [RESERVED] ......................................................................................... 15
ARTICLE 3 GOVERNMENT AND ADMINISTRATION ................................................ 16
Section 300. COMPOSITION OF BOARD .................................................................. 16
Section 301. POWERS OF THE BOARD ................................................................... 16
Section 302. CHAIRMAN OF THE BOARD OF DIRECTORS.................................... 17
Section 303. VICE CHAIRMAN OF THE BOARD OF DIRECTORS .......................... 17
Section 304 – 306. [RESERVED] ............................................................................... 17
Section 307. RESIGNATION AND REMOVAL OF DIRECTORS ............................... 17
Section 308. FILLING OF VACANCIES ..................................................................... 18
Section 309. MEETINGS OF THE BOARD ................................................................ 18
Section 310. QUORUM ............................................................................................... 19
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1Section 311. ACTION BY CONSENT ......................................................................... 19
Section 312. TELEPHONE PARTICIPATION............................................................. 19
Section 313. [RESERVED] ......................................................................................... 19
Section 314. RULES OF ORDER ............................................................................... 19
Sections 315-349. [RESERVED] ................................................................................ 19
Section 350. OFFICERS ............................................................................................. 19
Sections 351-359. [RESERVED] ................................................................................ 20
Section 360. INDEMNIFICATION ............................................................................... 20
Section 400. COMMITTEE DESIGNATION ................................................................ 21
Section 401. GENERAL PROVISIONS....................................................................... 21
Section 402. POWERS OF COMMITTEES................................................................. 21
Sections 403 - 409. [RESERVED] .............................................................................. 22
Section 410. EFFECT ON ARTICLE 4A ..................................................................... 22
ARTICLE 4A COMEX GOVERNORS COMMITTEE AND COMEX DIVISION
MEMBER MATTERS ......................................................................... 23
Section 400A. POWERS AND COMPOSITION OF THE COMEX
GOVERNORS COMMITTEE.............................................................. 23
Section 401A. DELEGATION OF THE COMEX GOVERNORS COMMITTEE .......... 24
Section 402A. MEETINGS OF THE COMEX GOVERNORS COMMITTEE ............... 24
Section 403A. RESIGNATION, SUSPENSION, REMOVAL AND RECALL OF
COMEX GOVERNORS COMMITTEE MEMBERS ............................ 25
Section 404A. TENURE OF OFFICE OF COMEX GOVERNORS COMMITTEEMEMBERS .......................................................................................... 28
Section 405A. VACANCIES........................................................................................ 28
Section 406A. CHAIRMAN OF THE COMEX GOVERNORS COMMITTEE .............. 29
Section 407A. VICE CHAIRMAN OF THE COMEX GOVERNORSCOMMITTEE ...................................................................................... 29
Section 408A. [RESERVED]....................................................................................... 29
Section 409A. ANNUAL ELECTIONS ........................................................................ 29
Section 410A. INSPECTORS OF ELECTION ............................................................ 29
Section 411A. [RESERVED]....................................................................................... 30
Section 412A. COMEX GOVERNORS COMMITTEE RULES .................................... 30
Sections 413A-415A. [RESERVED] ........................................................................... 30
Section 416A. PETITIONS FOR ELECTION TO THE COMEX GOVERNORSCOMMITTEE ...................................................................................... 30
ARTICLE 5 AMENDMENTS TO BY-LAWS AND RULES............................................ 31
Section 500. AMENDMENT OF BY-LAWS ................................................................ 31
Section 501. RULES ................................................................................................... 31
Section 502. AMENDMENTS AFFECTING EXISTING CONTRACTS ....................... 31
Section 503. EFFECTIVE DATE OF AMENDMENTS ................................................ 32

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2Section 504. TECHNICAL AMENDMENTS ................................................................ 32
Section 505. MERGERS, SALE OF ASSETS, ETC. .................................................. 32
ARTICLE 6 [RESERVED]............................................................................................. 33
ARTICLE 7 EMERGENCIES ........................................................................................ 34
Section 700. DEFINITIONS......................................................................................... 34
Section 701. EMERGENCY ACTION.......................................................................... 35
Section 702. ACTION BY BOARD.............................................................................. 36
Section 703. PHYSICAL EMERGENCIES .................................................................. 37
ARTICLE 8 [RESERVED]............................................................................................. 38
ARTICLE 9 DEFINITIONS ............................................................................................ 39
Section 900. SINGULAR NUMBER; GENDER........................................................... 39
Section 901. ACT ........................................................................................................ 39
Section 902. AFFILIATE ............................................................................................. 39
Section 903. BOARD .................................................................................................. 39
Section 904. BUSINESS DAY..................................................................................... 39
Section 905. BUYER AND SELLER ........................................................................... 39
Section 906. BY-LAWS............................................................................................... 40
Section 907. CLEARING HOUSE ............................................................................... 40
Section 907A. CME CORE PRODUCT ....................................................................... 40
Section 908. COMEX CORE PRODUCT .................................................................... 40
Section 909. COMEX OR COMEX DIVISION ............................................................. 40
Section 910. COMEX DIVISION MEMBERS .............................................................. 40
Section 911. COMEX DIVISION MEMBERSHIPS ...................................................... 40
Section 912. COMEX GOVERNORS COMMITTEE.................................................... 41
Section 913. COMEX OPTION MEMBERS ................................................................ 41
Section 914. COMMISSION ........................................................................................ 41
Section 915. COMMODITY ......................................................................................... 41
Section 916. CUSTOMER ........................................................................................... 41
Section 917. DIRECTORS .......................................................................................... 41
Section 918. EFP ........................................................................................................ 41
Section 919. ELECTED COMEX GOVERNOR........................................................... 42
Section 920. ELECTRONIC TRADING SYSTEM ....................................................... 42
Section 921. EXCHANGE ........................................................................................... 42
Section 922. FIRM...................................................................................................... 42
Section 923. FLOOR BROKER .................................................................................. 42
Section 924. FLOOR MEMBER .................................................................................. 42
Section 925. FLOOR TRADER ................................................................................... 42
Section 926. FUTURES CONTRACT ......................................................................... 43

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3Section 927. FUTURES COMMISSION MERCHANT................................................. 43
Section 928. HOLIDAY ............................................................................................... 43
Section 929. MEMBER ............................................................................................... 43
Section 930. MEMBER FIRM...................................................................................... 43
Section 931. NON-MEMBER ...................................................................................... 43
Section 932. NYMEX................................................................................................... 44
Section 933. NYMEX CORE PRODUCTS .................................................................. 44
Section 934. NYMEX DIVISION .................................................................................. 44
Section 935. NYMEX DIVISION MEMBER ................................................................. 44
Section 936. [ RESERVED].........................................................................................44
Section 937. NYMEX MEMBERSHIP ......................................................................... 44
Section 938. OPTIONS CONTRACT .......................................................................... 44
Section 939. PERSON ................................................................................................ 44
Section 940. [ R E S E R V E D ] ............................................................................... 45
Section 941. PROPRIETARY ..................................................................................... 45
Section 942. PUBLIC DIRECTOR .............................................................................. 45
Section 943. RULES ................................................................................................... 45
Section 944. TRADE ................................................................................................... 45

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ARTICLE 1
MEMBERSHIP
Section 100. CATEGORIES, NUMBER OF MEMBERSHIPS(A)
There will be two categories of membership in COMEX: the NYMEX
Membership (of which only one will be issued) and COMEX Division Memberships. OnlyNYMEX shall have the voting, liquidation and the other rights and privileges of a member
under the New York Not-For-Profit Corporation Law (the "NPCL"), such power to be
exercised pursuant to the terms of these By-Laws.
(B)
The number of COMEX Division Memberships is limited to 772. Holders of the
COMEX Division Memberships will not have any ownership or other rights under the NPCL
but will have the rights contained in these By-Laws. Except as expressly provided in these
By-Laws, the holders of COMEX Division Memberships, in their capacity as such, shallhave no voting rights.

Section 101. [RESERVED]

Section 102. [RESERVED]

Section 103. DUESThe Board may assess such dues upon each owner of a COMEX Division
Membership as it determines, but in no greater amount than those dues imposed on eachowner of a NYMEX Division Membership. The Board may also, in its discretion, waive thepayment of dues by owners of COMEX Division Memberships. Dues assessed on COMEXDivision Members shall be applied pro rata among all owners of COMEX Division
Memberships on the basis of the number of regular memberships held, including, for these
purposes, regular memberships held by the Exchange or its Affiliates, and are payable by
the owner of the COMEX Division Membership in whose name the membership is
registered.

Section 104. ASSESSMENTS(A)The Board may levy such assessments upon each owner of a COMEXDivision Membership as it determines, but in no greater amount than those imposed oneach owner of a NYMEX Division Membership. The Board may also, in its discretion,
waive the payment of such assessments by owners of COMEX Division Memberships.

(B)From time to time the COMEX Governors Committee may levy suchassessments upon the COMEX Division Memberships as it determines to be necessary in
its sole discretion to fund the costs and expenses of independent legal or other professional
services to protect the COMEX Members’ interests. Notwithstanding Section 104(C), suchassessments shall be due and payable at such time as the COMEX Governors Committee
may determine.
(C)
All assessments are due and payable at such time as the Board may
determine. All assessments on COMEX Division Members will be applied pro rata among
all owners of COMEX Division Memberships based on the number of COMEX Division
Memberships owned, including, for these purposes, regular memberships held by the
Exchange or its Affiliates, and will be payable by the owner of the COMEX Division
Membership in whose name the membership is registered.
Section 105. FEES(A)
Subject to the limitations set forth in these By-Laws, from time to time theBoard may establish fees, in such amounts as it determines, on contracts traded on the
COMEX Division. For the purposes of Sections 105(B) – (H) below, the term “fees” shallmean trade execution charges and related surcharges, of any kind or type (except for any
lessee or licensee surcharges), as opposed to administrative fees set forth in Section
105(J).
(B)
Open outcry fees for COMEX Division Members and non-members trading
COMEX Division contracts shall not exceed electronic fees for the same or substantiallyequivalent products, including miNYs; provided, however, that when comparing fees,
contracts must be compared as if they were of equivalent contract size. For instance, thefee for an open outcry traded 100 oz. Gold future could not exceed the fees for twoelectronic 50 oz. Gold miNY contracts.
(C)(1)
Subject to subsections (2) and (3) below, fees charged to owners of
COMEX Division memberships (“COMEX Division Member Rates”) with respect to any
COMEX Core Products or any New Metals Contracts (traded electronically or by open
outcry) (a) shall be at least 50% lower than the respective fees charged to participants inthe next highest tier of such fees (each, a “COMEX Fee Differential”, and collectively, the“COMEX Fee Differentials”) and (b) shall be the lowest tier with respect to such fees.
(2)
In the event that the average member/non-member Fee Differential for
all CME Core Products (on a weighted average per contract basis) becomes less than 50%(“Fee Differential Reduction”), the COMEX Fee Differential may be decreased below the
50% level to the same extent that such a decrease has occurred with respect to such Fee
Differential Reduction. For example, if the average member/non-member Fee Differential
for all CME Core Products is reduced to 40% (on a weighted average per contract basis),
the COMEX Fee Differential may be decreased to 40%. Moreover, the COMEX Fee
Differential may be reduced to the extent necessary to meet competitive conditions with

respect to COMEX Core Products and New Metals Contracts with the prior consent of the
COMEX Governors Committee.
(3)
The following fees are excluded from the term “next highest tier offees” as set forth in subsection (1):(a)

Fee waivers (as set forth in subsection (D) below),(b)

Cross-Divisional Trading Fees (as set forth in subsection (E) below),(c)Market Maker Fees (as set forth in subsections (F) below), and(d)Volume discount and targeted incentive fees. The volume discountfees are discounted non-member fees applicable to specified contracts (with respect tocommodity, geographic region or such other descriptive criteria) once certain volume
thresholds are met, which such volume thresholds shall be set at a commerciallyreasonable level such that they are designed to apply to no more than 20% of total nonmember volume with respect to such contracts. The targeted incentive fees are discounted
non-member fees applicable to specified contracts (with respect to commodity, geographic
region or such other descriptive criteria) to customers satisfying such incentive program’s
eligibility criteria, which such criteria shall be determined such that they are designed toapply to no more than 20% of total non-member volume with respect to such contracts.
The discounted non-member fee must be at least 25% greater than the applicable COMEXDivision member fee at all times. For instance, if the member fee were $.40, then the
discounted non-member rate would not be less than $.50. NYMEX will review these feeson at least a quarterly basis to determine whether the applicable 20% caps are being met
and will use commercially reasonable efforts to readjust the volume thresholds in order toachieve such 20% caps.
(e)Permittee fees for permits established in accordance with Section
157(H), provided, however, that no permittee fee shall be lower than the applicable COMEXDivision member fees.
(f)Option Members.

Fees charged to COMEX Division Lessees or Licensees and COMEX(D)
Fee Waivers. NYMEX may institute fee waivers for any COMEX contract, forup to a six-month period with extension for additional six-month periods after priorreasonable consultation with (but not requiring the approval of) the COMEX Governors
Committee. In the event that fee waivers are provided to non-COMEX Division Members for
any COMEX contract, fees for that contract must also be waived for COMEX Division
Members.
(E)
Cross-Divisional Trading (1)Until December 31, 2014, the fees charged
with respect to open outcry trading of NYMEX Division contracts by COMEX Division
Members (or COMEX Division contracts by NYMEX Division Members), who are natural

persons who own the relevant membership and are not persons who lease or license
memberships, as customers from off the floor for their own accounts (but not for theaccount of a Member Firm or any other business association) shall be established by the
Board and shall be equal to the mean between the lowest fees charged to owners of
COMEX Division memberships for open outcry contracts traded on the COMEX Divisionand the highest tier of fees charged to non-members for open outcry contracts traded on
the COMEX Division; provided, however, that in no event shall fees charged to COMEXDivision Members trading NYMEX Division contracts be less than fees charged to NYMEXDivision Members trading NYMEX Division contracts.
(2)
Until December 31, 2014, with respect to cross-divisional trading ofcontracts traded on an Electronic Trading System with respect to COMEX Division or
NYMEX Division Members, as applicable, who are natural persons who own the relevant
membership and not persons who lease or license memberships, as customers for theirown accounts (but not for the account of a Member Firm or any other business association)
shall be established by the Board and shall be equal to, on a per contract basis:(i)for COMEX Division Members trading NYMEX Division
products: the mean between the lowest such fees charged to owners of NYMEX Division
memberships and the highest tier of fees charged to non-members for such contracts
traded on the NYMEX Division; and(ii)
for NYMEX Division Members trading COMEX Division
products: the mean between the lowest such fees charged to owners of COMEX Division
memberships and the highest tier of fees charged to non-members for such contracts
traded on the COMEX Division.
(3)
After December 31, 2014, the Board, in its sole discretion, shalldetermine whether to permit cross-divisional trading at discounted fees and to determine
any fees relative to cross-divisional trading; provided, however, that in the event NYMEXDivision Members are provided discounted fees for trading COMEX Division contracts,
COMEX Division members shall be provided discounted fees on an equivalent basis for
trading NYMEX Division contracts.

(F)
Market Makers. NYMEX may appoint in its sole discretion individuals andfirms to act as “market makers” for each COMEX Division product traded electronically inorder to promote market liquidity. NYMEX will make reasonable efforts to identify COMEXDivision Members for market-maker positions and to consult with members of the COMEX
Governors Committee prior to the establishment of a market-maker program.
(G)
Except as set forth in this subsection (G), the provisions of Section 105 shallnot apply to products listed for clearing only (which are currently listed on NYMEXClearPort® Clearing). For NYMEX ClearPort® Clearing products where metals are theunderlying commodity, if NYMEX Division Members are provided a member fee for NYMEXClearPort® Clearing products where NYMEX Core Products are the underlying commodity,

COMEX Members will receive a member fee on a per product basis not greater thanseventy percent (70%) of the fee charged from time-to-time to non-members for trading
such metals products provided that the applicable COMEX Division Members meet theregulatory requirements set by the CFTC and NYMEX for such trading.
(H)
If NYMEX obtains the right for NYMEX Division Members to trade on anotherexchange any (i) COMEX Core Products contracts, or (ii) New Metals Contracts, or (iii) any
contracts that are competitive with NYMEX Core Products, at a percentage discount fromwhat would be charged to members of the public for trading such contracts, and if that
other exchange lists COMEX Core Products contracts or New Metals Contracts of any kind,then NYMEX shall obtain for the COMEX Division Members the right to trade each of such
Contracts at the same percentage discount.
(I)
The current surcharge charged to lessees or licensees of COMEX Division
Memberships may not be decreased below current levels as of November 20, 2006 without
the prior consent of the COMEX Governors Committee in its sole discretion.
(J)
NYMEX may impose administrative fees, such as booth, telephone, electronic
terminal, bandwidth or similar fees, on the COMEX Division Members on a uniform basis asa class; provided, however, that such fees shall be reasonably related to actual expense
increases faced by NYMEX and such fees charged to COMEX Division Members may notexceed those charged to NYMEX Division Members.
(K)
COMEX Division Members shall be entitled to COMEX Division Member
Rates on all contracts for which the underlying commodity is one or more metals or alloys,other than platinum or palladium, if such contracts are listed for trading on the Chicago
Board of Trade or the Chicago Mercantile Exchange.
Section 106. [RESERVED]

Section 107. NOTICE OF DUES AND ASSESSMENTS(A)
Notice of all dues and assessments shall be published by the Exchange andshall be given: personally by delivery to a postal box located on the Exchange premises; or,by first class mail, postage prepaid and addressed to the Member at the address suchmember has filed with the Exchange. Notice, when mailed in accordance with this Section
107, shall be effective when mailed.
(B)
Non-receipt of the notice shall not operate to relieve the Member frompayment, to extend the time for payment or to relieve any Member from the imposition ofpenalties for failing to pay dues and assessments.

Sections 108-156. [RESERVED]

Section 157. COMEX DIVISION MEMBERSHIP RIGHTS AND PRIVILEGES(A)COMEX Division Members shall have the following rights and privileges:(1)
Trading in the gold, silver, copper and Eurotop 100 futures and option
contracts that were traded on Commodity Exchange, Inc. immediately prior to August 3,
1994 and any replacement contracts for such contracts ("COMEX Division Replacement
Contracts"), regardless of size, including trading such contracts through an Electronic
Trading System, if such contracts are listed thereon for trading;(2)
Trading all "New Metals Contracts," defined as all contracts approved
for trading after August 3, 1994 on any part of the Exchange, other than COMEX Division
Replacement Contracts, for which the underlying commodity is one or more metals or
alloys, other than platinum, palladium or an alloy containing one or more of those metals
approved for trading on the Exchange at any time ("Platinum/Palladium Contracts"),
including trading such contracts through an Electronic Trading System, if such contracts arelisted thereon for trading;(3)
Proprietary trading in each contract approved for trading on any part of
the Exchange after August 3, 1994, including through an Electronic Trading System if suchcontract is listed thereon for trading, for which the underlying commodity is a hydrocarbon,
fossil fuel or other energy source or other energy source derived from another energy
source ("New Energy Contract") for a period of two years (unless extended by the Board inits sole discretion) after the date such contract commences trading on the Exchange,
provided that for this purpose "New Energy Contracts" does not include contracts
introduced as replacements for other contracts previously traded on the Exchange("Replacement Contracts") regardless of whether permit programs on such contracts are
implemented;(4)
Trading in each contract approved for trading on any part of the
Exchange, after August 3, 1994, including through an Electronic Trading System if suchcontract is listed thereon for trading, which is not a New Energy Contract, a Replacement
Contract or a New Metals Contract (“New Contract”), for period of two years after the datethe contract commences trading on the Exchange;(5)
Proprietary trading in each New Contract approved for trading on any
part of the Exchange, after August 3, 1994, including through an Electronic Trading System
if such contract is listed thereon for trading, which is not a New Energy Contract, a
Replacement Contract or a New Metals Contract, provided that such limited trading
privileges will be non-transferable and will be available as to any particular contract only to
a COMEX Division Member who is an individual owner of COMEX Division Memberships
as of the date six months prior to the date trading in that contract commences, and willcontinue as to that contract only for so long as such COMEX Division Member continues toown a COMEX Division Membership;(6)
Proprietary trading in Platinum/Palladium Contracts, including throughan Electronic Trading System if such contract is listed thereon for trading; and(7)
Proprietary trading until November 20, 2011 (unless such privileges areextended in accordance with Section 105(F)) of contracts traded on the NYMEX Division,
through an Electronic Trading System, on terms set forth in Section 105(F).
(B)
NYMEX Division Members shall have the following trading rights on the
COMEX Division (in the case of clauses (3) and (4) below) and the NYMEX Division (in thecase of clauses (1) and (2) below) in addition to their other trading rights and privileges on
the NYMEX Division:(1)

trading in Platinum/Palladium Contracts;(2)

trading in New Energy Contracts and new non-metals, non-energy

contracts;(3)
Proprietary trading in Eurotop 100 futures and options contracts and
New Metals Contracts including through an Electronic Trading System if such contract islisted thereon for trading; and(4)
Proprietary trading until November 20, 2011 (unless such privileges areextended in accordance with Section 105(F)) of contracts traded on the COMEX Division,
executed through an Electronic Trading System, on terms set forth in Section 105(F).
(C)
The rights and privileges set forth in Section 157(A)(3), (5), (6) and (7) shallbe exercisable only by COMEX Division Members who are natural persons and not by
persons who lease or license memberships, and the rights and privileges set forth in
Section 157(A)(4) shall be exercisable only by COMEX Division Members who are natural
persons or COMEX Division Member Firms and not by persons who lease or license theirmemberships. In the case of the NYMEX Division Members, the provisions set forth in
Section 157(B)(3) and (4) shall be exercisable only by NYMEX Division Members who arenatural persons and not by persons who lease or license memberships.
(D)
COMEX Division Members shall have the rights and privileges to continue
dual trading in contracts traded on the COMEX Division (to the extent permitted by law) on
terms no more restrictive than those imposed for contracts traded on the NYMEX Division.
(E)
If the Exchange at any time acquires, is acquired by or merges with or into orotherwise consolidates with, another entity (or sells substantially all of its assets to or
acquires substantially all of the assets of any such entity) (i) COMEX Division Members
shall retain in the surviving or resulting entity all of their existing rights and privileges underthese By-Laws (to the extent that such rights have not expired in accordance with theirterms) except that COMEX Division Members will not have trading rights on the surviving or
resulting entity under Sections 157(A)(4) and (5) (except those rights that were in existencewith respect to contracts being traded at the time of the merger, acquisition, consolidationor sale of assets) and (ii) NYMEX shall use commercially reasonable efforts to obtain
trading rights in the surviving or resulting entity for subsequent New Contracts.
(F)[RESERVED](G)
Trading privileges and other rights appurtenant to membership in the COMEXDivision will be transferable (by sale, lease, license or otherwise). Any right appurtenant tomembership to trade through an Electronic Trading System may only be transferredthrough a sale, lease or license of the entire membership; provided, however, that if
NYMEX Division Members are given the right to separately lease or license the right totrade electronically at member fees, COMEX Division Members will also be granted thisright.
(H)
NYMEX will not issue trading permits to trade any COMEX Core Products (orCOMEX Division Replacement Contracts), regardless of size, by open outcry. NYMEX
may issue trading permits to trade any New Metals product by open outcry for a period not
to exceed two years after the commencement of trading of such New Metals product.
(I)
For the purposes of this Section 157, contracts in jet fuel will be considered
New Energy Contracts; contracts in aluminum will be considered New Metals Contracts;
and contracts in sour crude oil and platinum and palladium will not be deemed included in
the contracts described in Section 157(A)(1).

Section 158. ADDITIONAL COMEX DIVISION MEMBER RIGHTS
In addition to the privileges set forth in Section 157 and any other rights contained inthese By-Laws, COMEX Division Members shall also have the following member rights:(A)
Open Outcry.
Until November 20, 2011, NYMEX will not eliminate,suspend or restrict open outcry trading of any COMEX Core Product (regardless of size) or
any COMEX Division Replacement Contract. After November 20, 2011, the Board may
eliminate, suspend or restrict open outcry trading of any COMEX Core Product or any
COMEX Division Replacement Contract in its sole discretion.
(1)
For as long as open outcry exists on the COMEX Division, the COMEXDivision Members shall have the exclusive right to trade COMEX Core Products(regardless of size), and any COMEX Division Replacement Contracts, on the floor via
open outcry. This right includes the trading of futures and options on COMEX Core
Products and COMEX Division Replacement Contracts and the ability to post EFPs forsuch contracts on the floor of the Exchange; provided, however, that nothing in this Section
shall affect the rights of COMEX Option Members to trade pursuant to the Rules.
(2)
Trading Hours.
NYMEX will consult with (but will not be required toobtain the approval of) the COMEX Governors Committee before proposing any change toopen outcry trading hours for any COMEX Division contracts traded via open outcry. Inaddition, NYMEX may only change COMEX open outcry trading hours (i) if, within 15 daysof the issuance of written notice to the COMEX Division Members proposing such changes,
there is no written demand for a COMEX Division Member meeting to vote on suchchanges made by 10% or more of the 772 COMEX Division memberships eligible to vote or(ii) if such written demand for a meeting is made by the owners representing 10% or moreof the 772 COMEX memberships within 15 days after the issuance of a written notice thenby the approval of the eligible voters representing at least a majority of the COMEX
memberships actually voting (in person or by proxy) at a member meeting. The provisionsof this Section 158(A)(1) shall not apply to a temporary change on business days preceding
an official Exchange holiday or to any temporary change in trading hours implemented by
the Exchange in response to a physical or other emergency.
(3)
Contract Specifications.
(a) Until November 20, 2011 and except asotherwise provided in Section 158(A)(2), NYMEX will not establish or amend the contract
terms and conditions of COMEX Core Products traded by open outcry (regardless of size),or any COMEX Division Replacement Contracts traded by open outcry, without the priorapproval of the COMEX Governors Committee, in its sole discretion. This provision does
not apply to COMEX Core Products (regardless of size) traded exclusively via electronicmeans.
(b)
After November 20, 2011, NYMEX will have complete discretion toestablish or amend the terms and conditions of COMEX Core Products (and any COMEXDivision Replacement Contracts) to the extent necessary in order for the Exchange to meetcompetitive conditions with respect to such COMEX Contracts.
(c)
Until November 20, 2011, NYMEX will first consult with (but will not be
required to obtain the approval of) the COMEX Governors Committee prior to establishingor changing any terms and conditions for any New Metals Contracts.
(B)
Facility. (1) For as long as open outcry trading exists on the COMEXDivision (but in all events until November 20, 2012), NYMEX shall (i) maintain the COMEXDivision’s current facility for such open outcry market, or a facility comparable thereto, forthe dissemination of price information and for open outcry trading, clearing and delivery, (ii)provide reasonable financial support for technology, marketing and research for open
outcry markets, and (iii) subject to Section 158(B)(2) and (3), provide reasonable floor
space at such facility for open outcry trading of COMEX contracts.
(2)
NYMEX will not reduce current COMEX Division floor space before
November 20, 2009 without the prior consent of the COMEX Governors Committee in its
sole discretion.
(3)
Beginning November 20, 2009 through November 20, 2011, no
reduction in the aggregate size of current COMEX Division floor space may be made to
reduce the aggregate size of COMEX current floor space if average daily COMEX Core
Product open outcry volume in any consecutive six-month period (on a rolling six-month
basis commencing six months prior to November 20, 2009) is less than 40% of volume

levels based on the average daily volume for the three-month period August 1, 2006
through October 31, 2006; any such reduction should be in proportion to the level ofvolume decrease. For example, in the event that COMEX volume were to drop 50% for a
six-month period in year 5 (as compared with the base volume figure), the floor space may
be reduced up to 50%. The calculations pursuant to this provision shall not include any
period in which the Board has taken emergency action.
(C)

Membership Privileges(1)
NYMEX may not impose membership transfer restrictions on COMEXDivision Members that are more restrictive than those imposed on NYMEX Division
Members.
(2)
NYMEX may make changes to capital or eligibility requirements forbecoming and maintaining Member or non-Clearing Member Firm status; provided that any
such changes that are material must be reasonably related to then-current market
conditions and commonly accepted industry practices. Notwithstanding anything in thisparagraph or in these By-Laws all clearing members for COMEX Division contracts shall be
required to own at least two COMEX trading rights as a condition for such clearing
membership.
(3)(a)
For products traded electronically, NYMEX shall provide
COMEX Division Members with the same electronic trading privileges provided to NYMEXDivision Members in NYMEX By-Law Section 311(F)(1), as may be amended from time totime; provided that any additional ability to lease or license electronic trading privileges orcreation of additional electronic trading privileges associated with a NYMEX Class A
Membership provided to NYMEX Division Members shall also be provided to COMEXDivision Members. Nothing in this subsection shall prohibit NYMEX from providing
additional electronic trading privileges in accordance with Section 158(E).
(b)
NYMEX will have the right to require that COMEX Division Member Firms
hold two COMEX trading rights plus the associated equity for those trading rights if legallypermitted. If at any time member firms are required to hold equity, then the COMEX
Governors Committee will be entitled to create a new "floor broker" membershipclassification. A Floor Broker who wished to qualify under such category (i) would be
required to hold two COMEX Division trading rights but would not be required to retain theassociated equity and (ii) would be entitled to have two bona fide employees, who may be
COMEX Division lessees or licensees who will be permitted to trade on behalf of the floor
broker and/or his customers without a lessee or licensee surcharge.
(4)
COMEX Division Members’ and COMEX Option Members’ life
insurance, disability, health and other welfare benefit plans, programs, policies andarrangements (as applicable) (other than the COMEX MRRP) shall remain in effect to thesame extent as NYMEX Division Members. COMEX Division Members’ and COMEX
Option Members’ rights under the Recognition and Retention Plan for Members ofCommodity Exchange, Inc. (the “COMEX MRRP”) shall continue to be governed by theterms of the COMEX MRRP and unaffected by these By-Laws.
(D)
Notwithstanding the foregoing, the Board may take whatever action
necessary in response to an “Emergency” as set forth in Article 7 of these By-Laws as wellas any other action as may be required by applicable law or regulation; provided, however,that the Board will use all commercially reasonable efforts to take the steps necessary toensure that any action taken or rule enacted pursuant to an emergency action is temporary
in nature and is consistent with the rights granted under this Section 158.
(E)

Notwithstanding anything to the contrary in the By-Laws:(1)
The Board will have the right to list electronically for both overnightand side-by-side (i.e., electronically and open outcry trading simultaneously during regular
trading hours) trading all COMEX Division contracts. This will include the full-size andmiNY gold, silver, copper and Eurotop 100 contracts. In addition, New Metals contracts
may be listed electronically (or otherwise) under the same parameters and NYMEXClearPort® Clearing contracts on metals products may be listed for clearing. In addition,
the Board will have the right to create a mechanism to post EFPs electronically.
(2)
The Board, in its sole discretion, shall have the ability to makeadditional electronic trading privileges available to trade the products as set forth above
without limitation subject to Sections 105(G) and 158(C)(3)(a).

ARTICLE 2
MEETINGS OF MEMBERS
Section 200. TIME AND PLACE OF MEETINGS OF MEMBERS
All meetings of Members shall be held at such place or places within or without theState of New York and at such time or times as the Chairman shall designate.

Section 200A. MEETINGS OF NPCL MEMBERS
NYMEX and any other person or entity who or which in the future owns
memberships for purposes of the NPCL in COMEX shall hold all meetings required or
permitted by law. Whenever NYMEX or any other person or entity who or which in the
future owns memberships for purposes of the NPCL in COMEX is required or permitted totake any action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by NYMEX or any other person or entity who or
which in the future owns memberships for purposes of the NPCL in COMEX.

Section 201. ANNUAL MEETINGS OF COMEX DIVISION MEMBERS(A)
The COMEX Division Members shall hold an annual meeting at the offices of
the Exchange at a time designated by the Chairman on the second Tuesday in March ofeach year. If such day is not a business day, the annual meeting shall be held on the next
succeeding business day.
(B)
The purpose of the annual meeting of COMEX Division Members shall be toelect seven (7) Members (including a Chairman) to the COMEX Governors Committee andto transact such other business as may come before the meeting.

Section 202. SPECIAL MEETINGS OF COMEX DIVISION MEMBERS(A)
Special meetings of the COMEX Division Members may be called by the
Board or by the Chairman in their discretion. In addition, special meetings of COMEXDivision Members may be called at any time by the COMEX Governors Committee or by
the Chairman thereof in their discretion.
(B)
A special meeting of COMEX Division Members shall be called by the
Chairman or by the Secretary upon receipt by the Chairman or by the Secretary of a written
demand of COMEX Division Members entitled to cast twenty percent (20%) of the total
number of votes entitled to be cast at such meeting. Any such written demand shall specify
the purpose of such special meeting and the special meeting so called shall be limited tothe purpose so set forth. The written demand shall also specify the date of such special
meeting which shall be a business day not less than sixty (60) or more than ninety (90)days from the date of such written demand.

Section 203. NOTICE OF MEETING(A)
Notice of the annual meeting of COMEX Division Members shall state theplace, date and time of such meeting.
(B)
Notice of any special meeting of COMEX Division Members shall state theplace, date and time of such special meeting, the purposes for which such meeting is called
and shall indicate that it is being issued by or at the direction of the person or persons
calling the special meeting.
(C) The Chief Executive Officer or the Secretary shall issue all notices of meetingsof COMEX Division Members.
(D)
A copy of the notice of any meeting of COMEX Division Members shall begiven personally, or by delivery to a postal box located on the Exchange premises or by firstclass mail, postage prepaid and addressed to each COMEX Division Member at his
address as it appears in the records of the Exchange. Notice of a meeting, when mailed inaccordance with this Section 203(D), shall be effective when mailed. Notice of any meetingof COMEX Division Members shall be given not less than ten (10) nor more than fifty (50)days prior to the date of the meeting.

Section 204. QUORUM OF MEMBERS
One hundred fifty (150) COMEX Division memberships, whether present in personor by proxy, shall constitute a quorum for the transaction of any permitted business at any
meeting of COMEX Division Members held in accordance with these By-Laws. A majority
of COMEX Division memberships present may adjourn a meeting despite the absence of aquorum.

Section 205. VOTING(A)
Except as otherwise provided in the By-Laws, only the owner of the NYMEX
Membership shall be entitled to vote. NYMEX Division Member Directors and the
Chairman shall be elected at a meeting of NYMEX.
(B)
The seven members of the COMEX Governors Committee referred to in
Section 201(B), including the Chairman of that Committee, shall be elected by a plurality ofthe votes cast at the annual meeting of COMEX Division Members. Except as provided in
the preceding sentence, to the extent permitted by law and except as provided in Section

500(B), any action of the COMEX Division taken by a vote of the NYMEX or COMEXDivision Members requires a vote of a majority of the votes cast in person or by proxy at a
meeting of Members of that class by the Members entitled to vote thereon. Blank ballots orabstentions shall not be counted in the number of votes cast. On any matter with respect
to which COMEX Division Members are entitled to vote, COMEX Division Members will
have one vote per COMEX Division Membership owned, and COMEX Division
Memberships held by the Exchange or its successor in interest or any of its Affiliates shallnot be entitled to vote.
(C)
The record date for the determination of COMEX Division Members entitled tovote at any meeting shall be the close of business on the day next preceding the day on
which notice is given but shall not be less than ten (10) nor more than fifty (50) days prior to
the date of the meeting.
(D)
Any action with respect to the matters described in clauses (1) through (2)below (the "Special Matters") may be taken only if:(i) (a) the Board votes to take action on one of those matters and (b) the
COMEX Governors Committee votes to approve the action by the Board and (c) within 15
days after the giving of notice of the actions described in (a) and (b), COMEX Division
Members (x) do not make written demand for a special meeting which complies with all theapplicable requirements of Section 202(B) or (y) do make written demand for a special
meeting which complies with all applicable requirements of Section 202(B) and at suchspecial meeting by majority vote the COMEX Division Members approve such action; or(ii) (a) the Board votes to take action on one of those matters and (b) the
Board's action is approved by a majority vote at a duly constituted meeting of COMEXDivision Members, which meeting may be called (x) by the Board or the Chairman at any
time after the COMEX Governors Committee votes to disapprove the action or after 14days following announcement of the actions described in clause (a) of this paragraph if the
COMEX Governors Committee has failed to vote to approve or disapprove such actions or(y) by the COMEX Governors Committee pursuant to Section 202(A).
Notice of any action with respect to Special Matters taken pursuant to clause(i) above shall be given personally, electronically or by delivery to a postal box located on
the Exchange premises or by first class mail, postage prepaid and addressed to each
COMEX Division Member at his address as it appears in the records of the Exchange.
Notice of such action, when mailed in accordance with this Section 205(D), shall beeffective when mailed. Notice of any such action shall be given promptly after such action.
The Special Matters are:(1)
Any change in the COMEX Member Retention and Retirement Plan asin effect on August 3, 1994;(2)

Any amendment to Sections 103, 104, 157(H), 202, 203, 204, 205(B)and (C), 206, 402(E) and (F), and Article 4A (except Section 400A which may only beamended in accordance with Section 500(B)).
(E)
Notwithstanding the foregoing provisions of Section 205(D), Section 205(D)shall not apply to emergency actions taken pursuant to Article 7. The Board of Directors
will use all commercially reasonable efforts to take steps necessary (unless otherwise
required by law) to ensure that any action taken or rule enacted pursuant to an emergency
action is temporary in nature and is consistent with the rights granted to COMEX Division
Members pursuant to these By-Laws and the Rules.
Section 206. PROXIES(A)A COMEX Division Member entitled to vote at a meeting of COMEX Division
Members may authorize another COMEX Division Member to act for him by proxy.
(B)

Every proxy must be in writing and signed by the COMEX Division Member.

(C)
The Board may establish, from time to time, such terms and conditions as it
deems appropriate to regulate voting by proxy.

Section 207. [RESERVED]ARTICLE 3
GOVERNMENT AND ADMINISTRATION

Section 300. COMPOSITION OF BOARD
The governance of the COMEX Division shall be vested in the Board which shall at all
times be comprised of the same Directors as those who serve on the NYMEX board.
Section 301. POWERS OF THE BOARD(A)
Subject to Sections 105, 157, 158, 205(D) and 500(B), the COMEX Division
shall be managed by the Board which is vested with all powers necessary and proper forthe government of the COMEX Division, the regulation and conduct of Members andMember Firms, and for the promotion of the welfare, objects and purposes of the COMEXDivision. Subject to Sections 105, 157, 158, 205(D) and 500(B), the Board shall havecontrol over and management of, the property, business and finances of the COMEXDivision. Subject to Sections 105, 157, 158, 205(D) and 500(B) of these By-Laws, theBoard may also adopt, amend, rescind or interpret the Rules of the COMEX Division as it
deems necessary and appropriate.
(B)
Without limiting the generality of the foregoing and subject to paragraph (D) of
this Section, the Board shall have the following powers:(1)
the Board may make such expenditures as it deems necessary for thebest interests of the COMEX Division;(2)
the Board may fix, from time to time, the fees or other compensation to
Directors and to Members of any committee of the Board for services rendered inperforming these duties as such, including compensation for Public Directors which may
differ from the compensation for other Directors;(3)
the Board shall have the power to take such action as may benecessary to effectuate any final order or decision of the Commodity Futures Trading
Commission taken under authority of the Commodity Exchange Act and necessary tocomply in all respects with any requirements applicable to the COMEX Division under theAct; and(4)
the Board shall have the power to adopt arbitration rules for thesettlement of claims, grievances, disputes and controversies.
(C)
The Board may designate by resolution, from time to time, such committees
as it may deem necessary or appropriate, and delegate to such committees the authority of
the Board to the extent provided in these By-Laws or in such resolution, subject to any
applicable provision of law.

(D)No action taken by the Board of Directors with respect to any Special Mattershall be effective without either (i) the prior consent of the COMEX Governors Committee
as provided in Section 205 of these By-Laws which shall be subject to the veto rights of the
COMEX Division Members provided for in Section 205(D) or (ii) the prior approval of
COMEX Division Members in accordance with the provisions of Section 205(D).

Section 302. CHAIRMAN OF THE BOARD OF DIRECTORS(A)NYMEX shall designate the Chairman of NYMEX as the Chairman.

(B)[RESERVED](C)The Chairman shall have such authority and perform such duties as are
incident to his office. He shall present any reports of the Board at meetings of Members.
Whenever he deems it appropriate, the Chairman may communicate to the Board or to theMembers any ideas and suggestions which tend, in his opinion, to promote the welfare andusefulness of the COMEX Division. The Chairman shall have a vote on all questions at all
meetings of the Board or of the Members.
Section 303 – 306. [RESERVED]

Section 307. RESIGNATION AND REMOVAL OF DIRECTORSAny Director may resign at any time by giving written notice to the Chairman of theBoard, if any, the Chief Executive Officer or the Secretary. Unless otherwise stated in a
notice of resignation, it shall take effect when received by the officer to whom it is directed,
without any need for its acceptance. Further, a resignation from the Board of Directors of
NYMEX shall be deemed a simultaneous resignation from the Board. NYMEX shall takesuch action, including, without limitation, removing a Director, as required to ensure that themembers of the Board are identical to the members of the board of NYMEX.
Section 308. FILLING OF VACANCIESIn the event there is a vacancy among the Directors caused by the death, removal orresignation of a Director, such vacancy may be filled by a majority of the Board of Directors
then in office and any Director elected to fill such vacancy shall have the same remaining
term as that of his or her predecessor.

Section 309. MEETINGS OF THE BOARD(A)
Regular meetings of the Board may be held without call or notice at suchtimes and at such places, within or without the State of New York, as shall be fixed byresolution of the Board of Directors. Special meetings of the Board of Directors may becalled by the Chairman of the Board, the Chief Executive Officer, the Lead Director or amajority of the members of the Board of Directors then in office and may be held at any
time, date or place, within or without the State of New York, as the person or persons
calling the meeting shall fix. Notice of the time and place of special meetings shall bedelivered personally, by telephone or by electronic transmission to each Director or sent
by first-class mail or telegram, charges prepaid, addressed to each Director at that
Director’s address as it is shown on the records of COMEX. If the notice is mailed, it shallbe deposited in the United States mail at least four days before the time of the holding of
the meeting. If the notice is delivered personally, by telephone, by electronic transmission
or by telegram, it shall be delivered personally or by telephone or to the telegraphcompany at least 48 hours before the time of the holding of the meeting. Any oral noticegiven personally or by telephone may be communicated either to the Director or to aperson at the office of the Director who the person giving the notice has reason to believe
will promptly communicate it to the Director. The notice need not specify the purpose or
the place of the meeting, if the meeting is to be held at the principal executive office of
COMEX.
(B) Meetings of the Board of Directors shall be presided over by the Chairman of
the Board, the Lead Director, if any, or the Chief Executive Officer (in that order), or in
their absence, inability or unwillingness, by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the chairman of
the meeting may appoint any person to act as secretary of the meeting. A majority of the
Directors present at a meeting, whether or not they constitute a quorum, may adjournsuch meeting to any other date, time or place without notice other than announcement at
the meeting.
( C ) The Chairman of the COMEX Governors Committee or his designee shall beentitled to attend all meetings of the NYMEX board and the Board in person, as anobserver only, and not as a Director in accordance with Section 400A(D). The Chairman of
the COMEX Governors Committee shall not, ipso facto, be a member of the Board, shallnot have the right to vote at meetings of the Board and shall not be counted for purposes ofdetermining whether a quorum exists. NYMEX shall use good faith efforts to provide noticeof all NYMEX board and Board meetings in the same manner as notice is provided to
Directors as set forth in this Section 309. The Chairman of the COMEX Governors
Committee may address the Board in the same manner and subject to the same
restrictions as apply to members of the Board. Inadvertent failure or inability to notify the
Chairman of a meeting shall not affect the validity of any action taken at the meeting in hisor their absence. The Chairman of the COMEX Governors Committee may, by action of
the Board, be excluded from those portions of meetings of the Board (i) that relate
exclusively to matters as to which the Board concludes, based on the advice of counsel,
that the presence of the Chairman of the COMEX Governors Committee may result in theloss of a privilege against disclosure which otherwise would be available, or (ii) during
which the Board of Directors considers actual or potential litigation brought by the COMEX
Governors Committee or any COMEX Division Member.
Section 310. QUORUM
A majority of the entire Board shall constitute a quorum. A majority of Directors
present, whether or not a quorum exists, may adjourn any meeting to another time or place.

Unless specifically provided otherwise in the By-Laws or any applicable law, any action
taken by a vote of a majority of the Directors present at a meeting at which there is aquorum shall be the act of the Board.

Section 311. ACTION BY CONSENT
Any action required or permitted to be taken by the Board may be taken without ameeting if all of the Directors consent in writing to the adoption of a resolution authorizing
such action. The resolution and the written consents of the Directors shall be filed with theminutes of the proceedings of the Board.

Section 312. TELEPHONE PARTICIPATION
One or more Directors may participate in a meeting of the Board by means ofconference telephone or similar communications devices allowing all persons participating
at the meeting to hear each other, at the same time. Such participation shall constitutepresence in person at the meeting.

Section 313. [RESERVED]

Section 314. RULES OF ORDERThe Board shall have the authority to make rules governing its own conduct andproceedings.
Section 315. INTERESTED DIRECTORS
No contract or transaction between COMEX and one or more of its Directors orofficers, or between COMEX and any other corporation, partnership, association or otherorganization in which one or more of its Directors or officers are Directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or solely because
the Director or officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely because such
person’s or their votes are counted for such purpose if (i) the material facts as to such
person’s or their relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and the Board of Directors orcommittee in good faith authorizes the contract or transaction by the affirmative votes of amajority of the disinterested Directors, even though the disinterested Directors be less thana quorum; or (ii) the material facts as to such person’s or their relationship or interest andas to the contract or transaction are disclosed or are known to the stockholders entitled tovote thereon, and the contract or transaction is specifically approved in good faith by voteof the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of thetime it is authorized, approved or ratified, by the Board of Directors, a committee thereof or
the stockholders. Common or interested Directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or of a committee whichauthorizes the contract or transaction.
Section 316. DISQUALIFICATION FROM BOARD OR COMMITTEESNo member of the Board or any committee established by COMEX shall be eligible
to serve on the Board or any such committee if the individual has committed a “disciplinary
offense” as defined by the Rules (Disqualification from Certain Committees and Governing
Boards, currently Exchange Rule 300.D) or would be otherwise ineligible pursuant to such
Rule.
Section 3.17. COMPENSATION
Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors
shall have the authority to fix the compensation of Directors. The Directors shall be paid
their reasonable expenses, if any, of attendance at each meeting of the Board of Directors
or a committee thereof and may be paid a fixed sum for attendance at each such meeting
and an annual retainer or salary for services as a Director or committee member. No suchpayment shall preclude any Director from serving COMEX in any other capacity andreceiving compensation therefor.
Section 3.18. PRESEUMPTION OF ASSENT
Unless otherwise provided by the laws of the NPCL, a Director who is present at a meetingof the Board of Directors or of a committee thereof at which action is taken on any matter shall be
presumed to have assented to the action taken unless his or her dissent shall be entered in theminutes of such meeting or unless he or she shall file his or her written dissent to such action withthe person acting as secretary of such meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary immediately after the adjournment of such meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.

Sections 319-349. [RESERVED]
Section 350. OFFICERS
The Board of Directors shall elect from among its members a Chairman of theBoard. The Board of Directors shall also elect a Chief Executive Officer, a Secretary andsuch other additional officers with such titles as the Board of Directors shall determine.
The Board of Directors shall also have the authority to elect a Lead Director with the
responsibilities set forth in COMEX’s Corporate Governance Principles. Any number ofoffices may be held by the same person. Each Board officer and officer of COMEX shallhold office until his or her successor is elected and qualified or until his or her earlier
death, resignation or removal.
Section 351. EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or officers, employee or employees, or agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of COMEX; such authority may begeneral or confined to specific instances. Unless so authorized or ratified by the Board of

Directors or within the agency power of an officer, no officer, agent or employee shall haveany power or authority to bind COMEX by any contract or engagement or to pledge its credit
or to render it liable for any purpose or for any amount.
Sections 352-359. [RESERVED]
Section 360. INDEMNIFICATION(A)Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or
she is or was a director, officer, trustee, member of any committee of COMEX (including,
without limitation, a member of the COMEX Division Governors Committee or a member of
any regular committee or special committee) or employee or is or was serving at the requestof COMEX in any capacity with any other corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee benefit plan (hereinafter
an “indemnitee”), shall be indemnified and held harmless by COMEX to the fullest extent
authorized by the NPCL, as the same exists or may hereafter be amended (but, in the caseof any such amendment, only to the extent that such amendment permits COMEX toprovide broader indemnification rights than such law permitted COMEX to provide prior tosuch amendment) against all expense, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in paragraph C of this Section 360 with respect toproceedings to enforce rights to indemnification, COMEX shall indemnify any suchindemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board.
(B)
Expenses (including attorney’s fees) incurred by an indemnitee in defending
any proceeding shall be paid by COMEX in advance of its final disposition (hereinafter an“advancement of expenses”); provided, however, that an advancement of expenses shallbe made only upon delivery to COMEX of an undertaking (hereinafter an “undertaking”), byor on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to appeal(hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified forsuch expenses under this paragraph B of this Section 360 or otherwise. Notwithstanding
the foregoing or any other provision of these By-Laws, no advance shall be made by
COMEX to an indemnitee who is not a director or officer of COMEX and no non-director or
non-officer indemnitee shall be entitled such advance (i) if a determination is reasonably
and promptly made by the Board by a majority vote of those directors who have not been
named parties to the action, even though less than a quorum, or if there are no suchdirectors or if such directors so direct, by independent legal counsel, that, based upon thefacts known by the Board or such counsel at the time such determination is made: (x) the
person seeking advancement of expenses (1) acted in bad faith, (2) did not act in a mannerthat he or she reasonably believed to be in or not opposed to the best interests of COMEX;or (3) acted contrary to, or omitted to act in accordance with, written policies of COMEX
applicable to such person; (y) with respect to any criminal proceeding, such person believed

or had reason to believe that his or her conduct was unlawful; or (z) such person deliberately
breached his or her duty to COMEX, and (ii) unless an undertaking by or on behalf of suchnon-director or non-officer indemnitee has been delivered to COMEX and such indemnitee
has provided such security or satisfied such conditions as may be imposed by the Board at
the time of such delivery.
The rights to indemnification and to the advancement of expenses conferred inparagraphs A and B of this Section 360 shall be contract rights and such rights shallcontinue as to an indemnitee who has ceased to be a director, officer, committee member
or employee and shall inure to the benefit of the indemnitee’s heirs, executors andadministrators.
(C)
If a claim for indemnification or advancement of expenses under this Section
360 is not paid in full within sixty (60) days after a written claim therefor by an indemnitee
has been received by COMEX, the indemnitee may file suit to recover the unpaid amountof such claim and, if successful in whole or in part, shall be entitled to be paid the expenseof prosecuting such claim. In any such action, COMEX shall have the burden of proving thatthe indemnitee is not entitled to the requested indemnification or advancement of expenses
under the NPCL.
(D)
The rights to indemnification and to the advancement of expenses conferredin this Section 360 of these By-Laws shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Certificate of Incorporation,
By-Laws, agreement, vote of members or disinterested directors or otherwise.
(E)
COMEX may maintain insurance, at its expense, to protect itself and any
director, officer, trustee, committee member, employee or agent of COMEX or anothercorporation, partnership, joint venture, trust or other enterprise against any expense, liability
or loss, whether or not COMEX would have the power to indemnify such person against
such expense, liability or loss under the NPCL.
(F)COMEX may, to the extent authorized from time to time by the Board, grantrights to indemnification and to the advancement of expenses to any agent of COMEX to
the fullest extent of the provisions of this Section 360 of these By-Laws with respect to theindemnification and advancement of expenses of the indemnitees hereunder.
Section 361. CORPORATE DEFENSE EXPENSES.
Any member or member firm of the COMEX Division who fails to prevail in a lawsuit or
any other type of legal proceeding instituted by that member or member firm against
COMEX or any of its officers, Directors, committee members, employees or agents must
pay to COMEX all reasonable expenses, including attorney’s fees, incurred by COMEX in
the defense of such proceeding. Any member or member firm required to compensate
COMEX pursuant to this section shall be assessed interest on such amount at the rate ofPrime plus one percent (1%), which interest shall accrue from the date such amount was
demanded in writing after the member or member firm failed to prevail in a lawsuit or any
other type of legal proceeding against COMEX.

ARTICLE 4
COMMITTEES
Section 400. COMMITTEE DESIGNATION(A)The COMEX Division shall have such Standing Committees, Special
Committees and Regular Committees as are provided in the By-Laws or Rules. The Board
may appoint Regular Committees in addition to those named in the By-Laws or Rules.
Committees established under the By-Laws of the New York Mercantile Exchange shallhave authority to consider matters relating to the COMEX Division.
(B)
The COMEX Division shall have a COMEX Governors Committee with such
powers, rights, privileges and duties as are specified in Article 4A of the By-Laws.

Section 401. GENERAL PROVISIONS(A)General. To the fullest extent permitted by law, the Board of Directors shallhave the power to appoint, and to delegate authority to, such committees of the Board of
Directors as it determines to be appropriate from time to time.
(B)
Additional and Standing Committees. In addition to such committees as may
be authorized by the Board of Directors from time to time, COMEX shall have such additionaland standing committees, which shall be composed of such persons having such powers
and duties, as provided in the Rules. Any person may be disqualified from serving on or
participating in the affairs of any committee to the extent provided in the Rules.

Section 402. POWERS OF COMMITTEES(A)

Reserved.

(B)

Reserved.

(C)

Reserved.

(D)
All Committees shall have all powers necessary and incident to the dischargeof their duties.
(E)
At least two COMEX members shall be entitled to serve on each COMEX
advisory committee regarding COMEX Division contracts.
(F)
So long as open outcry trading continues to exist in the COMEX Division, amajority of the Exchange members appointed to subcommittees or panels of theMembership, Business Conduct and Probable Cause Committees relating to COMEXDivision membership processes or disciplinary action regarding COMEX Division Members

shall be COMEX Division Members. This provision is subject to amendment to comply
with any regulatory requirements imposed by the CFTC. If public participation is increased
by NYMEX with respect to NYMEX subcommittees or panels, then public participation withrespect to COMEX subcommittees or panels may be increased to the same extent.

Sections 403 - 409. [RESERVED]

Section 410. EFFECT ON ARTICLE 4A
The provisions of this Article 4 shall not apply to or affect any of the provisions ofArticle 4A or any provision of these By-Laws affecting or relating to the COMEX Governors
Committee or any subcommittee thereof.

ARTICLE 4A
COMEX GOVERNORS COMMITTEE AND
COMEX DIVISION MEMBER MATTERS
Section 400A.
COMMITTEE

POWERS AND COMPOSITION OF THE COMEX GOVERNORS(A)The COMEX Governors Committee shall be responsible for advising theBoard on matters uniquely pertinent to COMEX Division Members.
The COMEXGovernors Committee in its sole discretion shall also have such powers and responsibilities
over the COMEX Division Members as are specifically assigned to it pursuant to these ByLaws and the Rules, including, without limitation, (i) the ability to levy assessments upon
the COMEX Division Members when necessary to obtain independent legal or professional
services to protect their interests, and (ii) the right to retain and use all funds over which it
currently or in the future has control.
(B)
Beginning with the annual meeting to be held in 2007, the COMEX Governors
Committee shall consist of twelve members as follows: (a) seven (7) COMEX Division
Members (each of whom shall be a COMEX Division Member who does not lease or
license his membership) shall be elected by the 772 COMEX members (“Elected COMEX
Governors”), and (b) five (5) other persons appointed by the NYMEX board, at least threeof whom shall be COMEX Division Members who do not lease or license memberships. If
any of the seven Elected COMEX Governors are unable to serve their full term, theremaining Elected COMEX Governors will appoint a replacement to serve until the next
election.
(C)
The Chairman of the COMEX Governors Committee (who shall be a COMEXDivision Member who does not lease or license his membership) shall be elected by the
772 COMEX Memberships. The Vice Chairman of the COMEX Governors Committee shallbe selected from among the seven Elected COMEX Governors on the Committee by a voteof all of the Committee members.
(D)
The Chairman of the COMEX Governors Committee or his designee shall beentitled to attend all NYMEX board meetings in an advisory capacity, and shall be entitled
to attend all discussions regarding COMEX-related issues. The Chairman of the COMEX
Governors Committee may, by action of the Board, be excluded from those portions ofmeetings of the Board (i) that relate exclusively to matters as to which the Board concludes,
based on the advice of counsel, that the presence of the Chairman of the COMEX
Governors Committee may result in the loss of a privilege against disclosure which
otherwise would be available, or (ii) during which the Board of Directors considers actual or
potential litigation brought by the COMEX Governors Committee or any COMEX Division
Member or a discussion of NYMEX legal rights vis-à-vis COMEX Division Members.
(E)
Each Elected COMEX Governor will have the right to attend any COMEX
Committee meeting (as noted in Sections 402(E) and (F)) in an advisory capacity.

(F)Not more than one person who is a partner, officer, director, employee oraffiliate of a member or member firm, or of any affiliate of a member or member firm, shallbe eligible to serve as a member of the COMEX Governors Committee at one time.
(G)
In the event that there is a controversy as to the status of the businessaffiliation of a member of the COMEX Governors Committee, the COMEX Governors
Committee shall make a final determination upon such data as it, in its sole discretion,
determines is necessary, relevant or material.

Section 401A. DELEGATION OF THE COMEX GOVERNORS COMMITTEE(A)
Committees of the COMEX Governors Committee. The COMEX Governors
Committee from time to time, by resolution, may delegate to regular committees (all of
whose members are members of the COMEX Governors Committee) and to special
committees (each consisting of three or more members of the COMEX Governors
Committee) all powers and authority of the COMEX Governors Committee specified in the
resolutions delegating such authority, and each such regular or special committee shallhave only the powers and authority specifically delegated to it by the COMEX Governors
Committee to the extent so specified in such resolutions. Notwithstanding the foregoing,
the COMEX Governors Committee may not delegate to any such committee any authority
as to the matters specified in Section 205(D) of these By-Laws.
(B)
Special Committees. The COMEX Governors Committee, from time to time,by resolution adopted by the COMEX Governors Committee, may appoint special
committees. Each such special committee shall be authorized only to study problems
relating to the specific area or areas assigned to such committee, and to report back to the
COMEX Governors Committee with its recommendations with respect thereto.
(C)
Any committee established pursuant to paragraphs (A) or (B) of this Section
401A may make rules for holding and conducting its meetings and shall keep minutes of all
meetings.
(D)
Any action required or permitted to be taken by any committee establishedpursuant to paragraphs (A) or (B) of this Section 401A or by any regular committee
authorized by Section 400(A) of the By-Laws may be taken without a meeting if all
members of such committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of suchcommittee shall be filed with the minutes of the proceedings of such committee.

Section 402A. MEETINGS OF THE COMEX GOVERNORS COMMITTEE(A)Regular meetings of the COMEX Governors Committee shall be held on suchdates as the COMEX Governors Committee may determine.

(B)Special meetings of the COMEX Governors Committee may be called on notless than one day's notice, which notice may be in writing, by telephone, or in person, by
the Chairman of the COMEX Governors Committee or any member of the Board of
Directors and shall be called by the Secretary upon the written request of not less than fivemembers of the COMEX Governors Committee.
(C)
If the day on which a regular meeting of the COMEX Governors Committee isto be held shall fall on a holiday, such meeting shall be held on the next ensuing businessday.
(D)
Any action required or permitted to be taken by the COMEX Governors
Committee may be taken without a meeting if all members of the COMEX Governors
Committee consent in writing to the adoption of a resolution authorizing such action.
(E)
Any one or more members of the COMEX Governors Committee may
participate in a meeting of the COMEX Governors Committee by means of a conference
telephone or similar communications equipment allowing all persons participating in themeeting to hear each other at the same time. Participation by such means shall constitutepresence in person at a meeting.
(F)
Seven members of the COMEX Governors Committee shall constitute a
quorum; provided, however, that to constitute a quorum of the COMEX Governors
Committee, a majority of the Committee members present at any meeting must be Elected
COMEX Governors. A majority of members of the COMEX Governors Committee present,
whether or not a quorum exists, may adjourn any meeting to another time or place. Unlessspecifically provided otherwise in the By-Laws, any action taken by a vote of a majority ofthe members of the COMEX Governors Committee present at a meeting at which there is aquorum shall be the act of the COMEX Governors Committee.
(G)
The five (5) Governors appointed by the NYMEX board to the COMEX
Governors Committee may, by action of the COMEX Governors Committee, be excluded
from those portions of meetings of the COMEX Governors Committee during which the
COMEX Governors Committee considers actual or potential litigation against NYMEX or
COMEX Division Member legal rights vis-à-vis NYMEX.

Section 403A. RESIGNATION, SUSPENSION, REMOVAL AND RECALL OF COMEX
GOVERNORS COMMITTEE MEMBERS(A)

Resignation(1)
A member of COMEX Governors Committee may resign at any time bytendering written notice of his resignation to the Chairman, and such resignation, unlessspecifically contingent upon its acceptance, will be effective as of the date specified in thenotice or, if no date is specified, as of the date of the notice, and his office shall be declaredvacant.

(2)If a member of the COMEX Governors Committee, other than thoseserving on the NYMEX board, has been elected to serve on the governing board of anothercommodities exchange or any clearing organization affiliated therewith, or of any securities
or options exchange, and determines to serve thereon, said COMEX Governors Committee
member shall tender his resignation in accordance with subsection (A)(1) of this By-Law
immediately following his election unless the COMEX Governors Committee consents tosuch service. If said COMEX Governors Committee member fails to tender his resignation,
he shall be deemed to have resigned from the COMEX Governors Committee and his
office declared vacant.
(3)
If, by reason of a change in affiliation of a member of the COMEX
Governors Committee at any time, or by reason of merger, sale or consolidation of two or
more member firms, two or more affiliated persons are serving on the COMEX Governors
Committee, at least one such affiliated member shall resign so that there shall be only one
member of the COMEX Governors Committee who is an officer, director, employee,
partner, or affiliate of a member firm or affiliate. The failure of one such member of the
COMEX Governors Committee to resign shall be cause for removal by the COMEX
Governors Committee of either member of the COMEX Governors Committee.
(4)
In the event any of the five COMEX Governors appointed by the
NYMEX board have resigned from the COMEX Governors Committee and if any of those
five positions remain unfilled for a period in excess of 35 days, the Chairman of the Board
may appoint Directors to fill the vacancies on an interim basis until the NYMEX board
appoints a replacement.
(B)

Suspension and Removal(1)
In the event of the refusal, failure, neglect or inability of any member of
the COMEX Governors Committee, other than those appointed by the NYMEX board, todischarge his duties, or for any cause adversely affecting the best interests of the
Exchange, or if a COMEX Governors Committee member shall absent himself from threesuccessive regular or special meetings of the COMEX Governors Committee and fail tojustify such absences to the satisfaction of the COMEX Governors Committee, the COMEX
Governors Committee shall have the power to suspend such member upon the affirmative
vote of the COMEX Governors Committee, provided that at least a majority of the membersof the COMEX Governors Committee are present at the meeting at which such action istaken.
(2)
If the COMEX Governors Committee suspends a COMEX Governors
Committee member, other than those appointed by the NYMEX board, a special meeting ofmembers shall be called by the Secretary of the Exchange and convened within sixty (60)days of the suspension to vote on the removal of the suspended COMEX Governors
Committee member.
(3)
In the event of the refusal, failure, neglect or inability of any member of
the COMEX Governors Committee appointed by the NYMEX board to discharge his duties,

or for any cause adversely affecting the best interests of the Exchange, or if a COMEX
Governors Committee member appointed by the NYMEX board shall absent himself fromthree successive regular or special meetings of the COMEX Governors Committee and failto justify such absences to the satisfaction of the COMEX Governors Committee, theCOMEX Governors Committee shall have the power to remove such member upon theaffirmative vote of the COMEX Governors Committee, provided that at least a majority ofthe members of the COMEX Governors Committee are present at the meeting at whichsuch action is taken. Removal pursuant to this Section 403A(B)(3) shall not be effective
until the successor for such member of the COMEX Governors Committee is appointed andqualified. At the request of the Chairman of the COMEX Governors Committee, theChairman of the Board of Directors shall appoint such successor to replace any member of
the COMEX Governors Committee removed under this provision. Any such appointment
shall be made and become effective on the earlier of ten (10) days following the request
and a date for a meeting of the COMEX Governors Committee specified at the time of therequest by the Chairman of the COMEX Governors Committee. Notwithstanding any
provision above, in the event that the Chairman of the Board of Directors fails to make an
appointment within such time period, the removal shall be deemed effective 10 days after
the request by the Chairman of the COMEX Governors Committee.
(C)

Recall(1)Within forty-five (45) days of presentation to the Secretary of the
Exchange of a written petition signed by at least twenty-five percent (25%) of the COMEXDivision Members, or, within sixty (60) days of the suspension of a COMEX Governors
Committee member, a recall election shall be conducted to determine whether a COMEX
Governors Committee member, other than those appointed by the NYMEX board, shallremain in office. Recall of said COMEX Governors Committee member shall require theaffirmative vote of sixty percent (60%) of the votes cast by the members of the COMEXDivision voting at the election.
(2)
No member of the COMEX Governors Committee shall be subject torecall within six (6) months of assuming office or to more than one recall election in any
twelve- (12) month period.
(3)
In the event that a COMEX Governors Committee member is recalled,
the vacant COMEX Governors Committee membership shall be filled at the next regular
COMEX Governors Committee meeting in accordance with Section 405A of the By-Laws.
(D)
For purposes of this By-Law and Section 360 of these By-Laws, the Chairmanof the COMEX Governors Committee shall be treated in the same manner as all othermembers of the COMEX Governors Committee.

Section 404A.
MEMBERSTENURE OF OFFICE OF COMEX GOVERNORS COMMITTEE(A)
Chairman of the COMEX Governors Committee. The Chairman of the
COMEX Governors Committee shall serve a term in office of two (2) years after election by
the COMEX Division membership-at-large.
(B)
COMEX Governors Committee Members. The members of the COMEX
Governors Committee (other than the Chairman and those members who are appointed by
the NYMEX board) each shall serve a term in office of three (3) years after election by themembership-at-large; provided, that immediately after the 2007 Annual Meeting, themembers of the COMEX Governors Committee elected from the membership-at-large shallbe divided into three groups of two, with different expiring terms based on the number ofvotes they received. The terms of the two at-large Elected Governors who receive themost votes shall expire in 2010; the terms of the two at-large Elected Governors who
receive the next greatest amount of votes shall expire in 2009; and the terms of the two atlarge Elected Governors who receive the least amount of votes shall expire in 2008.

Section 405A. VACANCIES(A)

Vacancies shall be filled as follows:(1)
Vacancies on the COMEX Governors Committee. If any of the seven
Elected COMEX Governors are unable to serve their full term, the remaining Elected
COMEX Governors will appoint a replacement to serve until the next election. Suchdesignee shall serve on the COMEX Governors Committee until the next annual meeting ofmembers at which time a successor shall be elected to fill the unexpired term, if any.
(2)

Vacancies of Member Officers.

(a)
In the event of a vacancy in the office of the Chairman of the
COMEX Governors Committee, the COMEX Governors Committee shall designate, fromamong the remaining Elected COMEX Governors, an individual to serve as the Chairman
until the next annual meeting of members, at which time a successor shall be elected by
the COMEX Division membership-at-large to fill a new, two-year term of office.
(b)
In the event of a vacancy in the office of the Vice Chairman of
the COMEX Governors Committee, the COMEX Governors Committee shall designate,from among the remaining Elected COMEX Governors, an individual to serve as the Vice
Chairman for the unexpired term.
(B)
In the event any vacancy of a NYMEX-appointed Governor on the COMEX
Governors Committee described in paragraph (A)(1) or (2) of this Section remains unfilled
for a period of 45 days, the Board shall have the right to designate an individual to fill suchvacancy.

Section 406A. CHAIRMAN OF THE COMEX GOVERNORS COMMITTEEThe Chairman of the COMEX Governors Committee shall preside at all meetings of
COMEX Division Members and of the COMEX Governors Committee.
He shallcommunicate to the COMEX Governors Committee, such matters and make suchsuggestions as may, in his opinion, tend to promote the prosperity and welfare andincrease the usefulness of the COMEX Division. He shall perform such other duties as arenecessary and incident to the Office of the Chairman of the COMEX Governors Committee.
The Chairman and the Vice Chairman of the COMEX Governors Committee shall each bea COMEX Division Member who does not lease or license his membership.

Section 407A. VICE CHAIRMAN OF THE COMEX GOVERNORS COMMITTEEIn the event of the temporary absence or inability to act of the Chairman of the
COMEX Governors Committee, the Vice Chairman of the COMEX Governors Committee
shall assume all of the functions and powers and shall discharge all of the duties of the
Chairman of the COMEX Governors Committee.

Section 408A. [RESERVED]

Section 409A. ANNUAL ELECTIONSAt the annual meeting of COMEX Division Members convened pursuant to Section
201 of these By-Laws, elections shall be held to fill expiring terms of the seven Elected
COMEX Governors and unexpired terms of vacancies, if any, which have been filled inaccordance with Section 405A of these By-Laws. The election of the Chairman of the
COMEX Governors Committee shall be held every two years at the annual meeting of
COMEX Division Members, except as otherwise required pursuant to Section 405A ofthese By-Laws in the event of a vacancy in the office of the Chairman of the COMEX
Governors Committee.
The members of the COMEX Governors Committee elected at the annual meetingshall enter into their duties at the annual meeting of the COMEX Governors Committee,
and shall hold office until their successors are elected and qualify.

Section 410A. INSPECTORS OF ELECTION
Each election shall be supervised by three Inspectors of Election, who shall be
appointed by the Chairman of the COMEX Governors Committee and none of whom shallbe members of the COMEX Governors Committee.

Promptly after voting for members of the COMEX Governors Committee has -beencompleted, the Inspectors of Election shall prepare, and subscribe to, three statements,
setting forth in detail the result of the annual election, one of which shall be posted upon the
Bulletin Board, one of which shall be submitted to the COMEX Governors Committee andone of which shall be submitted to the Board.

Section 411A. [RESERVED]

Section 412A. COMEX GOVERNORS COMMITTEE RULES
The COMEX Governors Committee may recommend to the Board of Directors the
adoption, alteration or amendment of any Rule that pertains to matters affecting COMEXDivision Members.

Sections 413A-415A. [RESERVED]

Section 416A.
COMMITTEEPETITIONS FOR ELECTION TO THE COMEX GOVERNORS(A)Nominations for the COMEX Division representatives on the COMEX
Governors Committee, including the Chairman, shall be made by petition signed by nofewer than forty (40) COMEX Division Members in good standing. All nominating petitions
shall be filed with the Secretary on or before the 35th day prior to the annual meeting.
(B)
A member serving on the COMEX Governors Committee, whose term does
not expire at the time of the annual meeting, may stand for election as the Chairman of the
COMEX Governors Committee.

ARTICLE 5
AMENDMENTS TO BY-LAWS AND RULES
Section 500. AMENDMENT OF BY-LAWS(A)
Subject to Section 205 and paragraph (B) of this Section 500, any By-Law
may be adopted, amended or deleted by the Board. The proposed By-Laws, amendment,
or deletion shall be adopted by the affirmative vote of the NYMEX Member. Notice of the
By-Law, amendment or deletion must be given in accordance with Section 203 and shallspecifically set forth the entire By-Law, amendment, or deletion.
(B)
The following By-Law provisions may only be amended upon an affirmative
vote of 300 COMEX Division Members voting in person or by proxy at a member meeting(i.e. at least 300 COMEX Division Members voting in favor of any such amendment):(1)
Sections 100(B), 157(A) – (G) and (I), 158, 205 (D), 360 (to the extent
the rights of the COMEX Governors Committee and/or members of any COMEX committee
are reduced or eliminated), 400A, 402A(F) and (G), 500(B), 501, and 505.
(C)
Notwithstanding anything to the contrary in these By-Laws, nothing in this
Article 5 shall prohibit the Board from calling a special meeting of the COMEX Division
Members as set forth in Section 205(D)(ii).

Section 501. RULES
Any Rule adopted by the Board in accordance with these By-Laws shall beconsistent with these By-Laws and shall not contravene any of the provisions contained
therein.

Section 502. AMENDMENTS AFFECTING EXISTING CONTRACTS
Unless provided to the contrary in the By-Laws or Rules in the resolution adopting anamendment or deletion of the By-Laws or Rules, any amendment or deletion of the ByLaws or Rules that relate to products traded on the COMEX Division shall be binding oncontracts entered into before and after such amendment or deletion. Unless provided tothe contrary in a resolution adopting an amendment, any amendment or deletion that
affects the amount of money to be paid, or grade, quality or quantity of merchandise to bereceived, under any contract shall be effective only with respect to the delivery month
immediately following the last delivery month in which there is an open position on the datesuch amendment or deletion becomes effective.

Section 503. EFFECTIVE DATE OF AMENDMENTS
All By-Laws and amendments thereto are effective and binding on Members andshall govern all matters to which they are applicable ten days following receipt of priorapproval from the Commission or following receipt of notification that such prior approval isunnecessary, or, at such date as is fixed by the Board but shall not be retroactive (except
as may be permitted under Articles 7 and 8).

Section 504. TECHNICAL AMENDMENTS
The Board, by majority vote at any meeting, may change the numbers and captionsof the By-Laws or amend the By-Laws to correct cross references to By-Laws, statutes,
regulations, to correct typographical errors or similar matters. The Board may make suchchanges effective immediately.

Section 505. MERGERS, SALE OF ASSETS, ETC.
NYMEX may enter into or effect any transaction involving the merger orconsolidation of NYMEX, the NYMEX Division or the COMEX Division with or into anotherentity, the sale, transfer or lease of all or substantially all of the assets of NYMEX, the
NYMEX Division or the COMEX Division or its successor to another entity or the sale,transfer or lease of the COMEX Division or the NYMEX Division or any similar transaction;
provided, however, (i) subject to Section 157(E), the surviving or acquiring entity agrees toprovide all of the rights and protections to the COMEX Division Members that arecontained in these By-Laws (to the extent that such rights have not expired in accordancewith their terms); (ii) NYMEX or the surviving or acquiring entity in any sale, transfer orlease of the COMEX Division guarantees that it will provide a physical space to the COMEXDivision Members in which to trade open outcry products, which is located in the New York
City metropolitan area, and which is equivalent in size and all other material respects to the
COMEX Division Members’ existing floor space at the time of such sale, transfer or lease,subject to Section 158(B); and (iii) if such transaction occurs prior to November 20, 2011,
NYMEX and the NYMEX Division are transferred together, and simultaneously, with the
COMEX Division.

ARTICLE 6[RESERVED]ARTICLE 7
EMERGENCIES
Section 700. DEFINITIONSAs used in this Article 7 of the By-Laws:(A)
The term "emergency" means any occurrence, circumstance or event as
defined by the Commission in accordance with the applicable provisions of the Act which in
the opinion of the Board requires immediate action and threatens or may threaten suchthings as the fair and orderly trading or liquidation of any commodity futures or options
contract, traded on the COMEX Division. Occurrences, circumstances or events which theBoard may deem emergencies are limited to:(1)

any manipulative activity or attempted manipulative activity;(2)
any actual, attempted or threatened corner, squeeze, congestion orundue concentration of positions;(3)
any circumstance or circumstances that may materially affect theability to satisfy the obligations arising under futures or options contracts traded on the
COMEX Division;(4)
any action taken by or against the government of the United States,
any foreign government, any state or local government, or by any other exchange, anyboard of trade or trade association, whether foreign or domestic, which action may have a
direct impact on trading on the COMEX Division;(5)
any circumstance that may have a severe, adverse effect on thephysical functions of the COMEX Division including, for example, fires or other casualties,
bomb threats, substantial inclement weather, power failures, communication ortransportation breakdowns, computer system breakdowns, screen-based trading system
breakdowns and malfunctions of plumbing, heating, ventilation and air conditioning
systems;(6)
the bankruptcy or insolvency of any Member or Member Firm or theimposition or service of any lien, attachment, execution or other levy or an injunction orother restraint against a Member or Member Firm or their assets by any governmental
agency, court, arbitrator or judgment creditor which event may affect the ability of theMember or Member Firm to perform on its contracts or otherwise to engage in business;(7)
the occurrence of a "Reportable Emergency Event" or "Financial
Emergency" with respect to a Member or Member Firm, as defined in Section 850(C) or (D)of the By-Laws;

(8)any circumstance in which it appears, in the judgment of the Board,that a Member or Member Firm: (i) has failed to perform on its futures or options contracts,or (ii) is insolvent or is in such financial or operational condition or is conducting its businessin such a manner that such Member or Member Firm cannot be allowed to continue its
business without jeopardizing the safety of customer funds, of any Members or of the
COMEX Division; or,(9)any other unusual, unforeseeable and adverse circumstance withrespect to which it is not practicable for the Exchange to submit, in timely fashion, a rule to
the Commission for prior review.
(B)
The term "two-thirds vote of the Board" means the affirmative vote ofmembers of the Board constituting two-thirds of the Board, either (i) physically present andvoting at any meeting at which a quorum of the Board is physically in attendance or (ii)voting in any manner other than at a meeting at which a quorum is physically in attendanceas permitted by applicable state corporation law.
(C)
The term "physical emergency" means, in addition to those events which areset forth at sub-paragraph (A)(5) of this Section 700, any computer malfunction, backlog ordelay in clearing trades or in processing any documents relating to clearing trades, any
floor occurrences which threaten an orderly market, or any similar events.
(D)
The term "temporary emergency rule" means a rule or resolution adopted,
under this Article 7 of the By-Laws, to meet an emergency.

Section 701. EMERGENCY ACTION(A)
In the event of an emergency, the COMEX Division, by two-thirds vote of theBoard and subject to the applicable provisions of the Commodity Exchange Act, and to theapplicable rules and regulations promulgated thereunder, may adopt and place into
immediate effect a temporary emergency rule.
(B)
A temporary emergency rule, including any modification thereof, may notextend beyond the duration of the emergency as determined by the Board. However, in no
event shall such a temporary emergency rule, or any modification thereof, extend for morethan ninety (90) days after the temporary emergency rule is placed in effect.
(C)
Any temporary emergency rule may provide for, or may authorize the Board
to undertake actions which, in the sole discretion of the Board or of any Committee, arenecessary or appropriate to meet the emergency including, but not limited to, such actionsas:(1)
limiting trading to liquidation only, in whole or in part, or limiting trading
to liquidation only except for new transactions in futures or options contracts by parties who
have the commodity to deliver pursuant to such sales;(2)options contracts;

extending or shortening the expiration date for trading in futures or(3)extending the time of delivery under futures contracts or expiration of
futures or options contracts;(4)
delivery;changing delivery points, the manner of delivery or the means of(5)modifying price limits;(6)

modifying circuit breakers;(7)ordering the liquidation of futures and/or options contracts, the fixing ofa settlement price or the reduction of positions held by or for any or all Members, Member
Firms or customers;(8) ordering the transfer of futures and/or options contracts and the money,
securities and property securing such contracts held by or on behalf of customers by aMember or Member Firm to another Member or Member Firm or to other Members orMember Firms willing or obligated to assume such contracts;(9)extending, limiting or changing hours of trading;(10)

suspending trading; and(11) modifying or suspending any provision of rules of the contract market,
including any contract market prohibition against dual trading.

Section 702 – 703. [RESERVED]ARTICLE 8[RESERVED]ARTICLE 9
DEFINITIONS
Section 900. SINGULAR NUMBER; GENDER
Unless the context otherwise requires, words importing the singular number include
the plural; and words importing the masculine gender include the feminine and neuter
gender as appropriate.

Section 901. ACT
The term "Act" shall mean the Commodity Exchange Act, as may be amended fromtime to time.

Section 902. AFFILIATE
The term "affiliate" or "Affiliate" shall mean a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control
with, the person or entity specified.

Section 903. BOARD
The term "Board" or "Board of Directors" shall mean the Board of Directors ofCommodity Exchange, Inc. or its designee(s).

Section 904. BUSINESS DAY
The term "business day" shall mean any day on which the Exchange is open fortrading.

Section 905. BUYER AND SELLER
For the purpose of these By-Laws, the terms "Buyer" and "Seller" shall mean thelong Clearing Member and the short Clearing Member, respectively.

Section 906. BY-LAWS
The term "By-Laws" shall mean these By-Laws until subsequently amended inaccordance with their terms.

Section 907. CLEARING HOUSE
The terms "Clearing Association," "Clearing House" or "Clearing Department" shallmean the department of the Exchange or any corporation, organization or other entity
authorized by the Board to clear any contracts subject to the Rules of the Exchange.

Section 907A. CME CORE PRODUCTThe term “CME Core Product” shall mean any CME product which represents 5% ormore of electronic futures volume for the CME in 2008.

Section 908. COMEX CORE PRODUCTThe term “COMEX Core Product” shall mean gold, silver, copper and Eurotop 100
contracts that were traded on the Commodity Exchange, Inc. immediately prior to August 3,
1994.

Section 909. COMEX OR COMEX DIVISION
The terms “COMEX” or "COMEX Division" shall mean the COMEX Division of the
Exchange, which currently shall operate through COMEX, a wholly-owned subsidiary of the
Exchange, or in the future may operate as a division of the Exchange.

Section 910. COMEX DIVISION MEMBERS
The term "COMEX Division Members" shall mean Members of the COMEX Divisionof the Exchange and Member Firms, but shall not, except in Articles 7 and 8 of these ByLaws, include COMEX Option Members or Member Firms upon which membershipprivileges have been conferred by Option Member(s).

Section 911. COMEX DIVISION MEMBERSHIPSThe term "COMEX Division Memberships" shall mean those holders of the rights
and privileges to trade futures, futures options contracts and similar instruments on the

Exchange in accordance with and specifically as set forth in the provisions of these ByLaws and such other rights and privileges as are set forth in the By-Laws.

Section 912. COMEX GOVERNORS COMMITTEE
The term "COMEX Governors Committee" shall mean the committee established inaccordance with Article 4A of these By-Laws.

Section 913. COMEX OPTION MEMBERS
The term "COMEX Option Member" shall mean those persons having the rights set
forth in Sections 2.81 through 2.86 of the Rules.

Section 914. COMMISSION
The term "Commission" shall mean the Commodity Futures Trading Commission.

Section 915. COMMODITY
The term "commodity" shall mean any or all goods, articles, services, rights andinterests in which contracts for future delivery, or options on such contracts, are presently
or in the future dealt in, or are subject to the Rules.

Section 916. CUSTOMER
The term "customer" shall mean a person, including another Member, for whom aMember or Member Firm carries an account.

Section 917. DIRECTORSThe term “Directors” shall mean the members of the Board.

Section 918. EFP
The term "EFP" shall mean a transaction commonly referred to as an exchange-forphysicals.

Section 919. ELECTED COMEX GOVERNOR
The term "Elected COMEX Governor" shall have the meaning set forth in Section
400A(B).

Section 920. ELECTRONIC TRADING SYSTEM
The term “Electronic Trading System” shall mean CME Globex™, NYMEXClearPort® Trading or any successor electronic trading system through which NYMEX
contracts are traded.

Section 921. EXCHANGE
The term "Exchange" shall mean the New York Mercantile Exchange, Inc., acorporation organized and existing under the Delaware General Corporation Law andconsisting of the NYMEX Division and the COMEX Division, and any successor thereto.

Section 922. FIRM
The term "Firm" shall mean a corporation, partnership, association or sole
proprietorship.

Section 923. FLOOR BROKER
The term "Floor Broker" shall mean any Member, who has been granted floor trading
privileges pursuant to the By-Laws and Rules and who, pursuant to said By-Laws andRules, buys and sells any commodity futures or options contract on the COMEX Division,
for any person other than himself.

Section 924. FLOOR MEMBER
The term "Floor Member" shall mean any Member who is either a Floor Broker or a
Floor Trader.

Section 925. FLOOR TRADER
The term "Floor Trader" shall mean any Member who has been granted floor trading
privileges pursuant to the By-Laws and Rules and who, pursuant to said By-Laws andRules, buys and sells any commodity futures or options contract on the COMEX Division for
his own account.

Section 926. FUTURES CONTRACT
The term "futures contract" shall mean any contract designated by the Board which
is traded on or subject to the By-Laws and Rules of the Exchange.

Section 927. FUTURES COMMISSION MERCHANT
The term "futures commission merchant" shall mean a person who is or is required
to be registered with the Commission as a futures commission merchant.

Section 928. HOLIDAY
The term "holiday" shall mean any day which the Board may designate as an
Exchange holiday on which day the Exchange shall be closed.

Section 929. MEMBER
The term "Member" shall mean any person or entity with any of the trading privilegeson the COMEX Division set forth in Section 157(A) or under the Rules, including withrespect to COMEX Option Members under Sections 2.81 through 2.86 of the Rules.

Section 930. MEMBER FIRM
The term "Member Firm" shall mean any firm upon which membership privileges on
the COMEX Division have been conferred by one or more Member(s) of the COMEXDivision. The rights and privileges of each Member Firm shall be limited by the scope ofthe rights and privileges held by its conferring Member(s) and as otherwise limited by the
By-Laws or Rules.

Section 931. NON-MEMBER
The term "non-member" shall mean any person who is not a Member of the
Exchange.

Section 932. NYMEX
The term "NYMEX" shall mean New York Mercantile Exchange, Inc.

Section 933. NYMEX CORE PRODUCTS
The term “NYMEX Core Products” shall mean NYMEX’s Light Sweet Crude Oil,Natural Gas, N.Y. Harbor Unleaded Gasoline, N.Y. Harbor RBOB Gasoline and N.Y.
Harbor Heating Oil futures contracts, whether physically-delivered or cash-settled.

Section 934. NYMEX DIVISION
The term "NYMEX Division" shall mean the NYMEX Division of the Exchange.

Section 935. NYMEX DIVISION MEMBER
The term "NYMEX Division Member" shall mean a member of NYMEX holding aClass A membership.

Section 936. RESERVED

Section 937. NYMEX MEMBERSHIPThe term "NYMEX Membership" shall mean the membership in COMEX that is
owned by NYMEX.

Section 938. OPTIONS CONTRACT
The term "Options Contract" shall mean any transaction or agreement in interstate
commerce which is or is held out to be of the character of, or is commonly known to thetrade as, an "option," "privilege," "indemnity," "bid," "offer," "put," "advance guaranty," or"decline guaranty," and which is subject to Regulation under the Commodity Exchange Act.

Section 939. PERSON
The term "person" shall mean an individual or firm.

Section 940. [RESERVED]

Section 941. PROPRIETARY
The term "Proprietary" shall mean, with respect to any Member, trading on or
through the facilities of the Exchange for the Member’s own account.

Section 942. PUBLIC DIRECTOR

The term “Public Director” shall mean any individual who (i) qualifies as anindependent director under applicable listing standards, (ii) does not have trading privileges
at the Chicago Mercantile Exchange, the Board of Trade of the City of Chicago, the New
York Mercantile Exchange, the Commodity Exchange or The Board of Trade of Kansas
City, Missouri, Inc., and (iii) is not an officer, principal or employee of a member firm or
clearing firm of any of the exchanges identified in (ii) above.

Section 943. RULES
The term "Rules" shall mean the COMEX Rules as may be amended from time-totime subject to Section 501.

Section 944. TRADE
The term "trade" shall mean any purchase or sale of any contract made inaccordance with COMEX Division By-Laws or Rules.