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EXHIBIT 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of January 8,
2004 by and between NYMEX HOLDINGS, INC. and NEW YORK MERCANTILE
EXCHANGE, INC. each having its principal place of business at
One North End Avenue, New York, New York 10282
(collectively, the Company), and Madeline Boyd (the
Employee) an individual residing at 146 West
83rd Street, Apartment 4H, New York,
New York 10024.

WHEREAS, the parties wish to state the terms on
which the Employee is employed by the Company;

NOW, THEREFORE, in consideration of the mutual
covenants, representations and acknowledgements contained in
this Agreement, the parties agree as follows:

1. Term. The Company hereby employs
the Employee, and the Employee hereby accepts such employment,
for a term commencing on January 8, 2004, and ending on
January 8, 2007, unless sooner terminated in accordance
with the provision of Section 4 or Section 5 (the
Initial Term). There shall be no extension of this
Agreement other than by written instrument executed by both
parties hereto. If Company seeks to extend the Agreement,
Company and Employee shall make good faith efforts to negotiate
an extension of this Agreement no later than sixty
(60) days prior to the expiration of the Initial Term. Any
such renewal of this Agreement shall be referred to herein as an
Extension Term. The period during which the Employee
is employed hereunder, including the Initial Term and any
Extension Term, shall be hereinafter referred to as the
Term.

2. Duties. During the Term, the
Employee shall be employed by the Company in the positions of
Senior Vice President, Government, Community and Philanthropic
Affairs and President of the NYMEX Charitable Foundation and, as
such, the Employee shall faithfully perform for the Company the
duties of said office and shall perform such other duties
appropriate and consistent to such positions, as shall be
reasonably specified and designated from time to time by the
Company. In the performance of her duties, Employee shall have
reporting obligation to the President of the Company or his
designee. The Employee shall devote substantially all of her
business time and effort to the performance of her duties
hereunder. The Employee shall conduct duties primarily from
New York City, New York. The Company acknowledges that
Employees title and position of Senior Vice President,
Government, Community and Philanthropic Affairs and President of
the NYMEX Charitable Foundation shall be an officer position
pursuant to the by-laws of the Company. The Company and the
Employee acknowledge that the officer status of the
Employees title and position is subject to Companys
Board of Directors (the Board) approval. Employee
will be notified of the Boards decision, in writing,
within five (5) days of its decision. In the event that the
Board of Directors denies said officer status then
the parties acknowledge and agree that this Agreement shall be
deemed null and void from the inception and the parties shall
have no further obligation to one another.

3. Compensation.

3.1 Salary. The Company shall pay the
Employee during the Term a salary at the rate of
$225,000.00 per year (the Annual Salary). The
Employees salary will be reviewed at such times and in
such manner as reviews given to employees in similar positions
as the Employee.

3.2 Bonus. In addition to the Annual
Salary for each calendar year ending during the Term of this
Agreement, the Employee will be eligible to receive an annual
bonus (the Annual Bonus) in the sole discretion of
the Company. Any such bonus shall be paid at such times and in
such manner as bonuses given to employees in similar positions
as the Employee.

3.3 Appropriate Staffing. The Company
shall provide, in its discretion, the Employee with staff and
other support services appropriate for her responsibilities and
position.

3.4 Benefits. The Employee shall be
permitted during the Term to participate in any group life,
hospitalization or disability insurance plans, health programs,
retirement plans, fringe benefit programs and





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similar benefits that may be available to other
employees of the Company (in similar officer positions)
generally, on the same terms as such other employees, in each
case to the extent that the Employee is eligible under the terms
of such plans or programs. The Employee shall be entitled to
four (4) weeks vacation per calendar year in accordance
with Company policy, provided, however, that notwithstanding
such vacation policy Employee shall be credited with four
(4) weeks vacation time for calendar year 2004 upon the
effective date of this Agreement.


3.5 Expenses. During the Term hereof,
the Employee shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by her in performing her
duties hereunder in accordance with the policies and procedures
of the Company.

4. Termination upon Death or
Disability. If the Employee dies during the Term, the Term
shall terminate as of the date of death, and the obligations of
the Company to or with respect to the Employee shall terminate
in their entirety upon such date except as otherwise provided
under this Section 4. If the Employee by virtue of ill
health or other disability is unable (including with reasonable
accommodation) to perform substantially and continuously the
duties assigned to her for more than 180 consecutive or
non-consecutive days out of any consecutive 12-month period, the
Company shall have the right to the extent permitted by law, to
terminate the employment of the Employee upon ten
(10) days notice in writing to the Employee. Upon
termination of employment due to death or disability, in
addition to any insurance benefits that may be payable, the
Employee (or the Employees estate or beneficiaries in the
case of the death of the Employee) shall be entitled to become
fully vested in Companys 401K and deferred
compensation plans, provided, in the case of disability,
Employee meets the definition of disability under such plans,
and shall receive any Annual Salary, Annual Bonus and other
benefits earned and accrued under this Agreement prior to the
date of termination (and reimbursement under this Agreement for
expenses incurred prior to the date of termination). In the
event that Employee is terminated as a result of disability, the
Employee shall receive continuing medical coverage or cash in
lieu of such coverage for the remainder of the Term. Nothing
herein shall prevent or limit the Employees continuing or
future participation in or coverage under any disability,
health, salary continuation or other benefit plans or policies
provided or maintained by the Company in accordance with
Companys policy and applicable law.

5. Certain Terminations of Employment.

5.1 Termination for Cause;



| |                                                                           
| | --------------------------------------------------------------------------
| | (a) For purposes of this Agreement,
    Cause shall mean the Employees:



| |                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) commission of a felony, or commission of
    any other crime that involves dishonesty or breach of trust, or
    moral turpitude;                                                                                                                                                                                                                      
|
| | (ii) violation involving dishonesty, breach
    of trust or bad faith of any statute, regulation or rule in the
    areas of commodities or securities regulation;                                                                                                                                                                                         
|
| | (iii) deliberate misconduct, willful
    dereliction of duty, fraud, misappropriation or embezzlement;                                                                                                                                                                                                                                                     
|
| | (iv) failure to devote substantially all of
    her business time and efforts to the Company (other than any
    such failure resulting from incapacity due to physical or mental
    illness) and failure to cure such breach within ten business
    days following the Employees receipt of written notice
    from the Company specifying such breach;
|
| | (v) breach of any of the provisions of
    Section 7; or                                                                                                                                                                                                                                                                                                   
|
| | (vi) any other breach in any material
    respect of the terms and provisions of this Agreement and
    failure to cure such breach within ten business days following
    the Employees receipt of written notice from the Company
    specifying such breach.                                                                                           



| |                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) The Company may terminate the
    Employees employment hereunder for Cause upon a minimum of
    ten (10) days notice to the Employee at anytime by
    delivering to the Employee a written termination notice
    specifying in detail the grounds for termination.

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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) In addition, the Company may terminate
    the Employees employment for any reason at any time
    subject to the provisions in 5.1(f).                                                       
|
| | (d) The Employee may terminate her
    employment for Good Reason on at least ten (10) days
    written notice given to the Company. For purposes of this
    Agreement, Good Reason shall mean:



| |                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) A breach by the Company in any material
    respect of the terms of this Agreement and failure to cure such
    breach within ten (10) business days following the
    Companys receipt of written notice from the Employee
    specifying such breach;                                                                                
|
| | (ii) the relocation of the Companys
    principal executive offices (and the Employees workplace)
    outside of the New York City metropolitan area; or                                                                                                                                                                                  
|
| | (iii) the assignment to the Employee of any
    duties inconsistent in any respect with those customarily
    associated with the positions to be held by the Employee, or any
    other action by the Company that results in a diminution or
    other material adverse change in the Employees position,
    duties or responsibilities.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (e) If the Company terminates the Employee
    for Cause, (i) the Employee shall be entitled to receive
    Annual Salary, and other benefits (but, in all events, and
    without increasing the Employees rights under any other
    provision hereof,) earned and accrued under this Agreement prior
    to the termination of employment, including, a pro rata share of
    any Annual Bonus granted prior thereto (and reimbursement under
    this Agreement for expenses incurred prior to the termination of
    employment), and (ii), the Employee shall have no further rights
    to any other compensation or benefits hereunder on or after the
    termination of employment, or any other rights hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (f) If the Company terminates the Employee
    for reasons other than Cause or the Employee terminates her
    employment for Good Reason the Employee shall be entitled to
    receive within ten (10) business days following the date of
    termination: (i) a lump sum payment in the aggregate amount
    of any unpaid portions of Annual Salary, Annual Bonus, and any
    other benefits (including, without limitation, all group health,
    disability, life insurance, pension and other benefits available
    to the Employee as of the termination date in accordance with
    Company policy and applicable law) accrued prior to the
    termination date and remaining through the Initial Term or any
    Extension Term, as the case may be, that would have been paid
    had termination of the Agreement not occurred, it being agreed
    that remaining unpaid portions of Annual Salary and Annual Bonus
    through the Initial Term or any Extension Term shall be
    accelerated provided, however, that in no case shall Employee be
    paid less than 100% of her Annual Salary plus any unpaid Annual
    Bonus granted prior to such termination; (ii) payment , in
    such manner as determined by Employee in accordance with the
    terms of the plan, of any base salary that was deferred pursuant
    to the Companys deferred compensation plan;
    (iii) (iv) treatment as having completed a minimum of
    eleven-and-one-half (11 1/2) years of continuous service to
    the Company in addition to any employment period completed
    pursuant to this Agreement for purposes of participation in the
    Companys, post-retirement benefits and stock option plans
    established during the Term of this Agreement, if any and if
    permissible under law or regulation and (v) continuing
    medical coverage or cash in lieu of such coverage for the
    remainder of the Term or until the Employees commencement
    of full-time employment and receipt of health coverage,
    whichever is less.
|
| | (g) If the Company elects not to renew this
    Agreement, the Employee shall be entitled to receive the
    following benefits: (i) payment of any salary in accordance
    with the terms of the plan that was deferred pursuant to the
    Companys deferred compensation plan; (ii) treatment
    as having completed a minimum of eleven-and-one-half
    (11 1/2) years of continuous service to the Company in
    addition to any employment period completed pursuant to this
    Agreement for purposes of participation in the Companys
    post-retirement benefits, and stock option plans established
    during the Term of this Agreement, if any and if permissible
    under law or regulation, (iii) continuing medical coverage
    or cash in lieu of such coverage for a period of twelve
    (12) months or until the Employee commences full-time
    employment, whichever is less, and (iv) a severance payment
    of twenty-nine (29) weeks of salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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6. Directors & Officers
Insurance and Indemnification.

The Employee shall be entitled to indemnification
and defense in connection with the performance of her duties
under this Agreement and any Directors and Officers Liability
Insurance maintained by the Company on the same terms and
conditions as generally available to her peer executives at the
Company and in accordance with the relevant by-law(s) The
Companys obligations to indemnify and defend the Employee
shall survive the termination of the Term and this Agreement in
accordance with the applicable indemnity policy and Directors
and Officers Liability Insurance maintained by the Company on
behalf of its directors and officers.

7. Covenants of the Employee.

7.1 Covenant Against Competition; Other
Covenants. The Employee acknowledges that (i) the
principal business of the Company (which expressly includes for
purposes of this Section 7, its successors and assigns, any
holding or parent company and the direct and indirect
subsidiaries of the Company, its successors and assigns and any
such holding or parent company) is the operation of an exchange
for the trading of futures and options contracts, risk
management or other derivative instruments on commodities in the
energy and metals sectors (such business, together with the
trading of any other futures or options contracts that may in
the future during the pendency of Employees employment be
listed by the Company or any entity that is then an affiliate of
the Company, herein being collectively referred to as the
Business); (ii) the Company is one of the
limited number of entities that have developed such a Business;
(iii) the Companys Business is, in part, national in
scope; (iv) the Employees work for the Company will
give her access to certain confidential, proprietary information
of the Company; (v) the covenants and agreements of the
Employee contained in this Section 7 are essential to the
business and goodwill of the Company; and (vi) the Company
would not have entered into this Agreement but for the covenants
and agreements set forth in this Section 7. Accordingly,
the Employee covenants and agrees that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | (a) The Employee covenants and agrees that
    during the term of her employment or if she leaves the employ of
    the Company during the applicable Restricted Period (as
    hereinafter defined) she shall not in the continental United
    States, directly or indirectly, (i) engage in any material
    element of the Business, (ii) render any services to any
    person, corporation, partnership or other entity (other than the
    Company or its affiliates) engaged in any material element of
    the Business, or (iii) become interested in any such
    person, corporation, partnership or other entity (other than the
    Company or its affiliates) as a partner, shareholder, principal,
    agent, employee, consultant or in any other relationship or
    capacity; provided, however, that, notwithstanding the
    foregoing, the Employee may invest in securities of any entity,
    solely for investment purposes and without participating
    directly in the business thereof, if (A) such securities
    are traded on any national securities exchange or the National
    Association of Securities Dealers, Inc. Automated Quotation
    System, (B) the Employee is not a controlling person of, or
    a member of a group which controls, such entity and (C) the
    Employee does not, directly or indirectly, own 1% or more of any
    class of securities of such entity. As used in this Agreement,
    the Restricted Period means the period beginning on
    the date of this Agreement and ending (x) if the
    Employees employment is terminated by the Company for
    Cause, six months after the date of termination; and (y) if
    the employment is terminated voluntarily by her, by Employee for
    Good Reason or if the employment is terminated by the Company
    without Cause, one year after the date of termination.
    Notwithstanding the foregoing, Employee may during the
    applicable Restricted Period (i) be employed or conduct
    business as a Floor Member on the Companys trading floor,
    or (ii) render services to Gregory Boyd, Employees
    brother and a current Floor Member of the Company, with respect
    to his business as a Floor Member provided such services are not
    similar to such duties performed by Employee during the Term of
    this Agreement.
|
| | (b) The Employee shall keep secret and
    retain in strictest of confidence, and shall not use for her
    benefit or the benefit of others, except in connection with the
    business and affairs of the Company and its affiliates, all
    confidential matters relating to the Companys Business and
    the business of any of its affiliates and to the Company and any
    of its affiliates, including but not limited to strategies,
    records, documents, technical information concerning its
    products and pricing techniques, learned by the Employee
    heretofore or hereafter directly or indirectly from the Company
    or any of its affiliates (the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Confidential Company Information),
    and shall not disclose such Confidential Company Information to
    anyone outside of the Company except with the Companys
    express written consent and except for Confidential Company
    Information which is at the time of receipt or thereafter
    becomes publicly known through no wrongful act of the Employee
    or is received from a third party not under an obligation to
    keep such information confidential and without breach of this
    Agreement. Notwithstanding the foregoing, with respect to all
    Confidential Company Information disclosed that constitutes a
    trade secret under applicable law, such confidentiality
    obligations will survive until the later of (i) such
    Confidential Company Information no longer constitutes a trade
    secret under applicable law or (ii) two years after the
    date of initial disclosure to Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) During the Restricted Period, the
    Employee shall not, without the Companys prior written
    consent, directly or indirectly, (i) solicit or encourage
    to leave the employment or other service of the Company, or any
    of its affiliates, any employee or independent contractor
    thereof or (ii) hire (on behalf of the Employee or any
    other person or entity) any employee or independent contractor
    who has left the employment or other service of the Company or
    any of its affiliates within the six-month period which follows
    the termination of such employees or independent
    contractors employment or other service with the Company
    and its affiliates. During the Restricted Period, the Employee
    will not, whether for her own account or for the account of any
    other person, firm, corporation or other business organization,
    intentionally interfere with the Companys or any of its
    affiliates relationship with, or endeavor to entice away
    from the Company or any of its affiliates, any person who during
    the Term is or was a customer or client of the Company or any of
    its affiliates. During the Restricted Period, the Employee shall
    not publish any statement or make any statement under
    circumstances reasonably likely to become public that is
    critical of the Company or any of its affiliates, or in any way
    adversely affecting or otherwise maligning the business or
    reputation of the Company or any of its affiliates, except if
    testifying truthfully under oath pursuant to any lawful court
    order or subpoena or otherwise responding to or providing
    disclosures required by law.
|
| | (d) All memoranda, notes, lists, records,
    property and any other tangible product and documents (and all
    copies thereof), whether visually perceptible, machine-readable
    or otherwise, made, produced or compiled by the Employee or made
    available to the Employee concerning the business of the Company
    or its affiliates, (i) shall at all times be the property
    of the Company (and, as applicable, any affiliates) and shall be
    delivered to the Company at any time upon its request, and
    (ii) upon the Employees termination of employment,
    shall be immediately returned to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

7.2 Rights and Remedies upon Breach.

The Employee acknowledges and agrees that any
breach by her of any of the provisions of Section 7.1 (the
Restrictive Covenants) would result in irreparable
injury and harm for which money damages would not provide an
adequate remedy. Therefore, if the Employee breaches, or
threatens to commit a breach of, any of the provisions of
Section 7.1, the Company and its affiliates shall have the
following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable,
and all of which rights and remedies shall be in addition to,
and not in lieu of, any other rights and remedies available to
the Company and it affiliates under law or in equity (including,
without limitation, the recovery of damages):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The right and remedy to have the
    Restrictive Covenants specifically enforced (without the need to
    prove damages) by any court having equity jurisdiction,
    including, without limitation, the right to any entry against
    the Employee of restraining orders and injunction (preliminary,
    mandatory, temporary and permanent) against violations,
    threatened or actual, and whether or not then continuing, of
    such covenants; and                                    
|
| | (ii) The right and remedy to require the
    Employee to account for and pay over to the Company and its
    affiliates all compensation, profits, monies, accruals,
    increments or other benefits (collectively,
    Benefits) derived or received by her as the
    proximate result of any actions constituting a breach of the
    Restrictive Covenants, and the Employee shall account for and
    pay over such Benefits to the Company and, if applicable, its
    affected affiliates.

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| | (iii) The Employee agrees that in any action
    seeking specific performances or other equitable relief, she
    will not assert or contend that any of the provisions of this
    Section 7 are unreasonable or otherwise unenforceable. The
    existence of any claim or cause of action by the Employee,
    whether predicated on this Agreement or otherwise, shall not
    limit the Companys right to enforce the Restrictive
    Covenants.

8. Discoveries and Works.

(a) All Discoveries and Works made or
conceived by Employee during her employment by Company, solely,
jointly or with others, that relate to the Companys
Business (as defined in Paragraph 7.1) shall be owned by
Company. The term Discoveries and Works includes by
way of example but without limitation, trade secrets and
Confidential Company Information, trade and service mark
registrations and applications, patents and patent applications,
trade names, copyrights and copyright registrations and
applications. The Employee shall (a) promptly notify, make
full disclosure to, and execute and deliver any documents
requested by Company, as the case may be, to evidence or better
assure title to Discoveries and Works in Company, as so
requested, (b) renounce any and all claims, including but
not limited to claims of ownership and royalty, with respect to
all Discoveries and Works and all other property owned or
licensed by Company, (c) assist Company in obtaining or
maintaining for itself at its own expense United States and
foreign patents, trade mark and service mark registrations,
copyrights, trade secret protection or other protection of any
and all Discoveries and Works, including, but not limited to,
executing all papers deemed necessary by Company for filing such
applications, prosecuting them and assigning to Employer all his
rights to said Discoveries and Works, and (d) promptly
execute, whether during her employment with Company or
thereafter, all applications or other endorsements necessary or
appropriate to protect the title of Company thereto, including
but not limited to assignments of such rights. Any Discoveries
and Works which, within six (6) months after the expiration
or termination of the Employees employment with Company,
are made, disclosed, reduced to tangible or written form or
description, or are reduced to practice by the Employee and
which pertain to the business carried on or products or services
being sold or delivered by Company at the time of such
termination shall, as between the Employee and Company, be
presumed to have been made during the Employees employment
by Company. The Employee acknowledges that all Discoveries and
Works shall be deemed works made for hire under the
Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.
Notwithstanding the foregoing, Employee agrees that, to the
extent, if any, that Employee may be deemed an
author and/or to have any ownership interest in and
to the Discoveries and Works, Employee hereby grants and assigns
to the Company, exclusively, perpetually and throughout the
universe, all exclusive rights, title and interest in and to the
Discoveries and Works or any portions thereof, including, but
not limited to, all the exclusive rights of a copyright owner as
specified in 17 U.S.C. Section 106. Company agrees
that if it does not desire a Discovery or Work made by the
Employee it will give the Employee, at her request, a statement
to such effect signed by one of Companys officers. The
decision as to whether to file any patent, copyright, trademark
or other similar applications or registrations relating to the
Discoveries and Works shall be within the Companys sole
discretion. The Employee will not file any patent, copyright,
trademark or similar application or registration relating to the
Discoveries and Works without first obtaining an express written
release from an officer of the Company.

(b) Notwithstanding the foregoing, nothing
in this Agreement shall be interpreted as including as
Discoveries and Works any inventions, patents,
patent applications and registrations, technologies,
developments, trade names, copyrights and copyright
registrations and applications which were invented and developed
by Employee after the termination date of this Agreement.

8A. Employee has represented and hereby
represents and warrants to the Company that the execution,
delivery and performance by Employee of this Agreement does not
conflict with or result in a violation of, a breach of, or
constitute a default under any contract, agreement or
understanding, whether oral or written, to which Employee is a
party or of which Employee is or should be aware and that there
are no restrictions, covenants, agreements or limitations on her
right or ability to enter into and perform the terms of this
Agreement.

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9. Other Provisions.

9.1 Severability. The Employee
acknowledges and agrees that (i) she has had an opportunity
to seek advice of counsel in connection with this Agreement and
(ii) the Restrictive Covenants are reasonable in
geographical and temporal scope and in all other respects. If it
is determined that any of the provisions of this Agreement,
including, without limitation, any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable, the remainder
of the provisions of this Agreement shall not thereby be
affected and shall be given full effect, without regard to the
invalid portions.

9.2 Duration and Scope of Covenants.
If any court or other decision-maker of competent jurisdiction
determines that any of the Employees covenants contained
in this Agreement, including, without limitation, any of the
Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographical scope of such provision,
then, after such determination has become final and
unappealable, the duration or scope of such provision, as the
case may be, shall be reduced so that such provision becomes
enforceable and, in its reduced form, such provision shall then
be enforceable and shall be enforced.

9.3 Enforceability; Jurisdiction;
Attorneys Fees. The Company and the Employee intend to
and hereby consent and confer jurisdiction to enforce this
Agreement, including but not limited to the Restrictive
Covenants set forth in Section 7, on any Federal or State
court sitting in the State of New York. The parties hereby
agree to waive any right to a trial by jury for any and all
disputes hereunder (whether or not relating to the Restrictive
Covenants) and that all proceedings shall take place and be
litigated in the State of New York.

9.4 Notices. Any notice or other
communication required or permitted hereunder shall be in
writing and shall be delivered personally, or sent by certified,
registered or express mail, postage prepaid. Any such notice
shall be deemed given when so delivered personally or, if
mailed, five days after the date of deposit in the United States
mails as follows:

|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|(i)  |  | If to the Company, to:
    New York Mercantile Exchange, Inc.
    One North End Avenue
    New York, New York 10282
    Attention: General Counsel
|    
|(ii) |  | If to the Employee, to her at:
    146 West 83rd Street, Apartment 4H
    New York, New York 10024                                                

Any such person may by notice given in accordance
with this Section 9.4 to the other parties hereto designate
another address or person for receipt by such person of notices
hereunder.

9.5 Entire Agreement. This Agreement
contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.

9.6 Waivers and Amendments. This
Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written
instrument signed by the parties or, in the case of waiver, by
the party waiving compliance. No delay on the part of any party
in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege nor any single
or partial exercise of any such right, power or privilege,
preclude any other or further exercise thereof or the exercise
of any other such right, power or privilege.

9.7 GOVERNING LAW. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAW.

9.8 Assignment. This Agreement and
the Employees rights and obligations hereunder may not be
assigned by the Employee; any purported assignment by the
Employee in violation hereof shall be null and void. In the
event of any sale, transfer or other disposition of all or
substantially all of the Companys assets or business, or
any transaction resulting in the sale of fifty percent (50%) or
more of the outstanding common stock of the Company, whether by
merger, consolidation, initial public offering, or otherwise
(together

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##### 



referred to herein as a Change in
Control), the Company may assign this Agreement and its
rights hereunder.


9.9 Withholding. The Company shall be
entitled to withhold from any payments or deemed payments any
amount of tax withholding it determines to be required by law.

9.10 Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the parties
and their respective successors, permitted assigns, heirs,
executors and legal representatives.

9.11 Counterparts. This Agreement may
be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original but
all such counterparts together shall constitute one and the same
instrument. Each counterpart may consist of two copies hereof,
each signed by one of the parties hereto.

9.12 Survival. Anything contained in
this Agreement to the contrary notwithstanding, the provisions
of Sections 7, 8, 8A, 9.1, 9.2, 9.3, 9.5, 9.7, and 9.9 and
the other provisions of this Section 9 (to the extent
necessary to effectuate the survival of Sections 7, 8, 8A,
9.1, 9.2, 9.3, 9.5, 9.7, and 9.9), shall survive termination of
this Agreement, and any termination of the Employees
employment hereunder.

9.13 Headings. The headings in this
Agreement are for reference only and shall not affect the
interpretation of this Agreement.

9.14 Costs of Litigation. In any
legal proceeding brought for enforcement or interpretation of
this Agreement, the prevailing party, in addition to any other
remedies available to it, shall be entitled to recover from the
other party its reasonable legal fees and expenses incurred in
the proceeding, and the costs of investigation and preparation.

9.15 No Mitigation; No Offset. In the
event of any termination of the Employees employment under
this Agreement, except in the case of Employees
termination for Cause, whether by the Company or the Employee,
the Employee shall be under no obligation to seek other
employment and there shall be no offset against any amounts due
to the Employee under this Agreement on account of any
remuneration attributable to any subsequent employment income or
any other income that the Employment may earn or receive from
whatever source.

IN WITNESS THEREOF, the parties hereto have
signed their names as of the day and year first written.

|                                                                    |  |                                              
|------------------------------------------------------------------- |  | ---------------------------------------------
|NEW YORK MERCANTILE EXCHANGE, INC.                                  |  | EMPLOYEE                                     
|                                                                   
|By: /s/ J. ROBERT
    COLLINS, JR. Name: J. Robert
    Collins, Jr. |  | By: /s/ MADELINE BOYD
    Name: Madeline Boyd
|Title:  President                                                  
|                                                                   
|NYMEX HOLDINGS, INC.                                                |  |                                              
|                                                                   
|By: /s/ J. ROBERT
    COLLINS, JR. Name: J. Robert
    Collins, Jr. |  |                                              
|Title:  President                                                  

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