RESTATEDCERTIFICATE OF INCORPORATIONOFCOMMODITY EXCHANGE, INC.
Under Section 805 of the Not-for-Profit Corporation Law
WE, the undersigned R. Patrick Thompson and M. Dawn Lowe, being respectively thePresident and Secretary of COMMODITY EXCHANGE, INC. (the “Corporation”), hereby certify
that:
1.

The name of the Corporation is COMMODITY EXCHANGE,INC.

2. The Corporation was formed by the filing of an order of consolidation with theDepartment of State on May 1, 1933.
3. The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of theNot-for-Profit Corporation Law and is a Type A corporation under paragraph (b) of Section 201of said law.
4. The amendments of the certificate of incorporation affected by this restated certificate ofincorporation are to set forth the division of memberships in the Corporation into two classes:
NYMEX Division Memberships, of which none is authorized, and COMEX Division Membershipsof which 772 are authorized to accomplish the foregoing amendments, clause (d) of paragraph
SECOND of the certificate of incorporation relating to the number and type of authorized
membership is hereby inserted immediately after clause (c) of such paragraph, and shallhereinafter read as is set forth in clause (d) of Paragraph SECOND of the certificate ofincorporation of the Corporation as hereinafter restated.

5. The restatement of the certificate of incorporation of the Corporation herein provided for
was authorized by at least a majority vote of the members of the Corporation entitled to vote on
the restatement of the certificate of incorporation.

6. The text of the certificate of incorporation of the Corporation, as heretofore amended andas amended hereby, is hereby restated in its entirety to read as follows:

FIRST: The name of the corporation is COMMODITY EXCHANGE, INC. (the“Corporation”).
SECOND: (a) The corporation is a corporation as defined in subparagraph (a)(5) of Section
102 of the Not-for-Profit Corporation Law,(b) The purposes for which the Corporation is formed are:
To provide regulate and maintain an exchange for the convenient transaction of business by
its members and to furnish other combined physical facilities and combined services for itsmembers; to establish just and equitable principles in the business carried on by and between
its members, on by and between its members; to maintain uniformity in rules, regulations andusages in the business; to acquire, preserve and disseminate useful information in connection
with the business throughout all markets; to decrease local risk attendant upon the business;and generally, to promote and facilitate the business of buying, selling, dealing with and dealing
in, the following products: (i) crude Rubber, Siak, Pontianac, Guta-Percha, Balata, Guayule,and other products partaking of and akin to the same qualities possessed by rubber; (ii) ferrous
and non-ferrous metals; (iii) hides and skins; and (iv) and such additional goods, products orservices as are authorized by the directors and, if required, by the entire membership.
To subscribe to, voluntarily assist financially or otherwise, and to co-operate with any otherassociation or exchange, whether incorporated or note, whose objects are, together or in part,
similar to this corporation, and to procure from and to communicate to any such associationsuch information as may be likely to forward the objects the association and to do any other orfurther thing or transact any other or further matters which may facilitate the transaction ofbusiness between members, the settlement of and/or the performance of all or any contract
entered into by its members, subject to the rules and regulations adopted from time to time bythe directors.
To conduct and carry on any and all activities incidental to the foregoing which may lawfully
be conducted and carried on by a corporation of its type, under the Not-for-Profit Corporation
Law.
(c) The Corporation is a Type A corporation under Section 201 of the Not-for-Profit
Corporation Law.
(d) The Corporation will have two classes of membership: one NYMEX DivisionMembership and 772 COMEX Division Memberships.
(e) The rules applicable to trading, governance and other matters pertaining to theCorporation or to members of the Corporation may be rules adopted by the Board of Directorsof the Corporation or by the Board of Directors of the New York Mercantile Exchange.
THIRD: The office of the Corporation within the State of New York is to be located in theCounty of New York.
FOURTH: The Secretary of State is designated as agent of the Corporation upon whom
process may be served, and the post office address of the Corporation to which the Secretary ofState shall mail a copy of any notice required by law is:Commodity Exchange, Inc.
4 World Trade Center, 8th Fl.
New York, NY 10048Attn: President
FIFTH: The corporation reserves the right to amend, alter, change or repeal any provisionof the certificate of incorporation in the manner now or hereafter permitted by law and all rights
and powers conferred in this certificate are subject to this reservation.
IN WITNESS WHEREOF, the undersigned have subscribed this restated certificate ofincorporation as of the 3rd day of August, 1994, and affirm that the contents thereof are true
under penalties of perjury.
/s/R. Patrick Thompson
R. Patrick Thompson, President/s/M. Dawn Lowe
M. Dawn Lowe, Secretary