ARTICLE VI

COMMITTEES

Section 6.1 Designation and Powers. The Board may in its discretion appoint
one or more committees of the Board consisting of one or more of the Directors of the Exchange,
and may designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in a resolution of the Board or in these Exchange Bylaws, shall
have and may exercise all the powers and authority of the Board in the management of the
business and affairs of the Exchange; but no such committee shall have power or authority in
reference to: (i) approving or adopting, or recommending to the Shareholders, any action or
matter expressly required by the Delaware Act to be submitted to Shareholders for approval or
(ii) amending these Exchange Bylaws. In the absence or disqualification of any such member of
a committee, the member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another Director to act
at the meeting in place of any such absent or disqualified member. For so long as Eurex HoldCo
together with its Affiliates holds Shares representing a Company Percentage Interest on a fully-
diluted basis of at least fifteen percent (15%), Eurex HoldCo shall have the right to designate one
of the Eurex Directors to attend in a nonvoting-observer capacity any meeting of a committee of
the Board.

Section 6.2 Meetings of Committees.

(a) Meetings of any committee may be held at any time or place as shall be
determined by resolution of the committee or upon the call of the President, the chairman of the
committee or any three members of the committee. Notice of any meeting of a committee shall
be given as provided in Section 5.6.

(b) A majority of the entire committee shall constitute a quorum at any
meeting of a committee. The act of a majority of the members of a committee shall be the act of
the committee, except as may be specifically provided by law, these Exchange Bylaws or the
Rules.

(c) Any action required or permitted to be taken at any meeting of a
committee may be taken without a meeting if all members of the committee consent to such
action in writing.

(d) Any member of a committee may participate in a meeting of the
committee by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at such meeting.

(e) Unless otherwise provided by the committee, all meetings of the

committee shall be conducted in accordance with the then current edition of Robert’s Rules of
Order.

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2. Man shall be entitled to nominate one (1)
Independent Director (or, in the event the number of Independent Directors is
increased above three (3), one-third (1/3) of the total number of Independent
Directors); and

3. Eurex HoldCo shall nominate the remaining
Independent Director nominee(s) from a list of three (3) Independent Director
candidates (or, in the event the number of Independent Directors is increased
above three (3), then a list of candidates equal to three times the number of
Independent Directors to be nominated pursuant to this subclause (3), which list
shall be prepared by Man in good faith and within a reasonable time period and so
that each such candidate qualifies to serve as an Independent Director. Eurex
HoldCo shall have the right, exercisable within fifteen (15) days of receipt of the
list of such Independent Director candidates, to nominate the number of
Independent Directors it is entitled to nominate pursuant to this
Section 4.2(a)(ii)(A)(3) providing the other Class A Shareholders with written
notice of such nominations. If Eurex HoldCo nominates such Independent
Director nominee(s) within the time period provided in the immediately preceding
sentence, the Class A Shareholders shall vote their respective Class A Shares for
such nominee(s). If Eurex HoldCo fails to notify the Class A Shareholders of its
Independent Director nominee(s) within the time period specified herein, then the
Independent Directors shall be elected by the Class A Shareholders in accordance
with Section 4.2(a)(iii); or

(B) at least five percent (5%) but less than fifteen percent
(15%), then

1, Man shall be entitled to nominate one (1)
Independent Director (or, in the event the number of Independent Directors is
increased above three (3), one-third (1/3) of the total number of Independent
Directors); and

2. Eurex HoldCo shall nominate the remaining
Independent Director nominee(s) from a list of six (6) Independent Director
candidates (or, in the event the number of Independent Directors is increased
above three (3), then a list of candidates equal to three times the number of
Independent Directors to be nominated pursuant to this subclause (2) prepared by
Man in good faith and so that each such candidate qualifies to serve as an
Independent Director. Eurex HoldCo shall have the right, exercisable within
fifteen (15) days of receipt of the list of such Independent Director candidates, to
nominate the number of Independent Directors it is entitled to nominate pursuant
to this Section 4.2(a)(ii)(B)(2) by providing the other Class A Shareholders with
written notice of such nominations. If Eurex HoldCo nominates such Independent
Director nominee(s) within the time period provided in the immediately preceding
sentence, the Class A Shareholders shall vote their respective Class A Shares for
such nominee(s). If Eurex HoldCo fails to notify the Class A Shareholders of its

11


HAVE ENGAGED IN SUCH CONDUCT CANNOT AVAIL ITSELF OF THE
PROTECTIONS IN THIS SECTION, NEITHER THE EXCHANGE (INCLUDING ANY
AFFILIATES OF THE EXCHANGE), ITS SHAREHOLDERS, ITS MEMBERS OR ITS
CLEARING MEMBERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS, SHALL BE LIABLE TO ANY PERSON, INCLUDING, BUT
NOT LIMITED TO, A CUSTOMER, FOR ANY LOSSES, DAMAGES, COSTS OR
EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE,
DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES), ARISING FROM
(i) ANY FAILURE OR MALFUNCTION, INCLUDING BUT NOT LIMITED TO ANY
INABILITY TO ENTER OR CANCEL ORDERS, OF THE EXCHANGE TRADING SYSTEM
OR ANY EXCHANGE SERVICES OR FACILITIES USED TO SUPPORT THE EXCHANGE
TRADING SYSTEM, OR (ii) ANY FAULT IN DELIVERY, DELAY, OMISSION,
SUSPENSION, INACCURACY OR TERMINATION, OR ANY OTHER CAUSE, IN
CONNECTION WITH THE FURNISHING, PERFORMANCE, MAINTENANCE, USE OF
OR INABILITY TO USE ALL OR ANY PART OF THE EXCHANGE TRADING SYSTEM
OR ANY EXCHANGE SERVICES OR FACILITIES USED TO SUPPORT THE EXCHANGE
TRADING SYSTEM. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER A
CLAIM ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE. THE FOREGOING SHALL NOT LIMIT THE LIABILITY OF ANY
SHAREHOLDER, MEMBER, CLEARING MEMBER, OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS FOR ANY ACT, INCIDENT, OR
OCCURRENCE WITHIN THEIR CONTROL.

(b) THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS PROVIDED BY THE EXCHANGE (INCLUDING ANY AFFILIATES
OF THE EXCHANGE) TO ANY PERSON, RELATING TO THE EXCHANGE TRADING
SYSTEM, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY
AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE.

(c) ANY ACTIONS, SUITS OR PROCEEDINGS AGAINST THE
EXCHANGE, ANY AFFILIATES OF THE EXCHANGE OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS OR EMPLOYEES MUST BE BROUGHT WITHIN TWO YEARS
FROM THE TIME THAT A CAUSE OF ACTION HAS ACCRUED. ANY PARTY
BRINGING ANY SUCH ACTION, SUIT OR PROCEEDING CONSENTS TO
JURISDICTION IN THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND THE SUPREME COURT OF NEW YORK COUNTY, NEW YORK, AND
WAIVES ANY OBJECTION TO VENUE THEREIN. THIS PROVISION SHALL IN NO
WAY CREATE A CAUSE OF ACTION AND SHALL NOT AUTHORIZE AN ACTION
THAT WOULD OTHERWISE BE PROHIBITED BY THESE EXCHANGE BYLAWS OR
THE RULES OF THE EXCHANGE.

(d) ANY SHAREHOLDER, MEMBER OR AFFILIATE OF A MEMBER
OR EMPLOYEE OF ANY OF THEM, WHICH OR WHO COMMENCES ANY ACTION OR
PROCEEDING, WHETHER IN COURT, ARBITRATION OR ANY OTHER FORUM,
AGAINST THE EXCHANGE, ANY MEMBERS OF THE BOARD OR ANY COMMITTEE,
OR ANY OFFICERS, EMPLOYEES OR AGENTS OF THE EXCHANGE, ARISING OUT OF

21


“Commission Regulation” means any rule, regulation, or order of the
Commission, as in effect from time to time (including any successor provision), and any
interpretation thereof by the Commission or its staff.

“Commodity” means any “commodity” within the meaning of the Act.
“Contract” means a Futures Contract or an Option.

“Director” means a person elected to the Board by the Class A Shareholders in
accordance with Section 4.2.

“Disciplinary Committee” means a disciplinary committee of the Board and any
subcommittee or panel thereof.

“Effective Date” shall have the meaning set forth in Section 10.4.
“Entity” means any Person other than an individual.

“Eurex AG” means Eurex Frankfurt AG, a joint stock company organized under
the law of the Federal Republic of Germany.

“Eurex HoldCo” means U.S. Exchange Holdings, Inc., a Delaware corporation.

“Eurex Directors” means the Director(s) nominated by Eurex HoldCo in
accordance with Section 4.2(a)(i), if any.

“Exchange” means U.S. Futures Exchange, L.L.C., a Delaware limited liability
company. Unless otherwise provided in these Exchange Bylaws or the Rules, any reference to
an action required or permitted to be taken by the “Exchange” pursuant to these Exchange
Bylaws or the Rules shall include an action to be taken by any duly authorized officer, agent or
employee of the Exchange.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

“Exchange Bylaws” means these Fourth Amended and Restated Bylaws of the
Exchange, as amended from time to time.

“Exchange Trading System” means the Exchange’s electronic system for
trading Contracts.

“Fiscal Year” shall have the meaning set forth in Section 10.1.

“Futures Contract” means a contract for the purchase or sale of a Commodity
for future delivery traded on or subject to the Rules of the Exchange.

“Governmental Agency” means the Commission, the U.S. Securities and
Exchange Commission and any other agency, federal or state, domestic or foreign, regulating

2


ARTICLE Vil

NOTICES; REPORTS

Section 7.1 Delivery of Notices. Notices to Shareholders, Directors and
committee members shall be given as provided in Section 3.7 or 5.6, as applicable. Notice by
mail shall be deemed to be given at the time when deposited in the United States mail, postage
prepaid, and addressed to Shareholders, Directors or committee members at their respective
addresses appearing on the books of the Exchange, unless any such Shareholder, Director or
committee member shall have filed with the General Counsel of the Exchange a written request
that notices intended for him or her be mailed or delivered to some other address, in which case
the notice shall be mailed to or delivered at the address designated in such request. Notice given
orally or by personal delivery, telephone, facsimile or electronic mail shall be deemed to be
given when received by the intended recipient.

Section 7.2 Waiver of Notice. Whenever notice is required to be given by
these Exchange Bylaws or applicable law, a waiver thereof in writing, signed by the Person or
Persons entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of a Person at a meeting of Shareholders,
Directors or any committee, as the case may be, shall constitute a waiver of notice of such
meeting, except where the Person is attending for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of Shareholders, Directors or any committee need be specified in any waiver of
notice.

Section 7.3 Reports Requested by Shareholders to Comply with Law. The
Exchange shall make all reasonable efforts to provide any Shareholder promptly with any reports

reasonably requested by such Shareholder in writing that are necessary to enable such
Shareholder or its equityholders to comply with applicable law or the request of a Governmental
Agency.

ARTICLE VIII

OFFICERS

Section 8.1 Officers. The Board shall appoint a Chairman of the Board, a
Chief Executive Officer, a Chief Financial Officer and a General Counsel, and may appoint such
other officers as the Board may from time to time determine; provided, however, that the
Chairman of the Board as of the Effective Date shall be Kevin Davis. No officer, other than the
Chairman of the Board, need be a member of the Board. Any number of offices may be held by
the same individual. Each officer (other than the Chairman of the Board) shall be a full-time
employee of the Exchange and/or any Affiliate thereof.

18


exclusive of any other rights to which those seeking indemnification or advancement of expenses
may be entitled under these Exchange Bylaws, any agreement, vote of Shareholders or
disinterested Directors or otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office. Nothing contained in these Exchange Bylaws shall
prevent the Board from approving the indemnification of or advancement of expenses for any
Person against and for any liability, cost or expense (including attorneys’ fees) incurred by such
Person in connection with defending any claim or any civil, criminal, administrative or
investigative action, suit or proceeding arising out of any alleged act or omission by or on behalf
of the Exchange, to the extent the Board considers it in the best interests of the Exchange to do
so.

(g) Insurance. By action of the Board, notwithstanding an interest of the
Directors in the action, the Exchange may purchase and maintain insurance, in such amounts as
the Board deems appropriate, on behalf of any person who is or was a Director, officer,
employee or agent of the Exchange, or is or was serving at the request of the Exchange as a
director, officer, employee or agent (including trustee) of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise (including employee benefit
plans), against any liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person’s status as such, whether or not the Exchange shall have
the power to indemnify such person against such liability under the provisions of this Section.

Section 9.3 Enforcement.

(a) The right to be indemnified or to the advancement or reimbursement of
expenses pursuant to this Article:

(i) is a contract right pursuant to which the individual entitled thereto
may bring suit as if the provisions hereof or of any such resolution were set forth in a
separate written contract between the Exchange and such individual, and

(ii) shall continue to exist after any rescission or restrictive
modification hereof or of any such resolution or agreement with respect to events
occurring prior thereto.

(b) Ifa request to be indemnified or for the advancement or reimbursement of
expenses pursuant to this Article is not paid in full by the Exchange within 30 days after a
written claim has been received by an officer of the Exchange therefor and the claimant
thereafter brings suit against the Exchange to recover the unpaid amount of the claim which is
successful in whole or in part, the Exchange shall be obligated to pay the claimant the expenses,
including attorneys’ fees and expenses, of prosecuting such claim.

Section 9.4 Indemnification by Members and Shareholders.

(a) If any action or proceeding is brought or threatened against the Exchange
or any individual entitled to be indemnified by the Exchange pursuant to this Article (such
individuals being collectively referred to as “Officials”), claiming, directly or indirectly, in
whole or in part, that the Exchange or such Official has failed, neglected or omitted to prevent,

24



and orders of the Board are carried into effect, and in connection with the foregoing, shall be
authorized to delegate to the other officers such of his or her powers and such of his or her duties
as he or she may deem to be advisable.

Section 8.8 Chief Financial Officer. The Chief Financial Officer shall have
the custody of the Exchange’s funds and securities, shall keep full and accurate accounts of
receipts and disbursements in the books and records of the Exchange and shall deposit all monies
and other valuable effects in the name and to the credit of the Exchange in such depositories as
may be selected by the Chief Financial Officer or the Board. The Chief Financial Officer shall
also perform such other duties as may be specifically assigned to him or her from time to time by
the Board or by the President.

Section 8.9 Restrictions on Trading and Disclosure by Employees.

(a) No employee of or consultant to the Exchange shall:

(i) trade for such person’s own account, or for or on behalf of any
other account, in any commodity interest, on the basis of any material, non-public
information; or

(ii) disclose for any purpose inconsistent with the performance of such
person’s official duties as an employee of or consultant to the Exchange any material
non-public information obtained through special access related to the performance of
such duties; provided, however, that this Section shall not prohibit disclosures made by
such an employee or consultant in the course of such employee’s or consultant’s duties,
or disclosures made to any other self-regulatory organization, a court of competent
jurisdiction or any representative of any agency or department of the federal or state
government acting in his or her official capacity.

(b) If the President (or, in the case of the President, the Chairman of the
Board), in his or her sole discretion, finds that any employee or consultant has committed a
violation of this Section, such employee or consultant shall be subject to such sanctions,
including but not limited to demotion, suspension or discharge, as the President (or, in the case
of the President, the Board), in his, her or its sole discretion, deems appropriate.

(c) Terms used in this Section and not defined in these Exchange Bylaws shall
have the meanings set forth in Section 1.59(a) of the Commission Regulations.

ARTICLE IX

EXCULPATION AND INDEMNIFICATION

Section 9.1 Exculpation; Litigation.

(a) EXCEPT IN INSTANCES WHERE THERE HAS BEEN A FINDING
OF WILLFUL OR WANTON MISCONDUCT, IN WHICH CASE THE PARTY FOUND TO

20


have used such information in violation of this Section, unless it can be shown that such person
would not have effected such transaction in the absence of such information.

(b) For the purposes of this Section, the terms “material” and “non-public
information” shall each have the meaning set forth in Section 1.59(a) of the Commission
Regulations.

ARTICLE V

MEETINGS OF THE BOARD

Section 5.1 Time and Place. Meetings of the Board shall be held at such
times and places, within or without the State of Delaware, and within or without the United
States of America, as shall be determined by the Board or otherwise in accordance with these
Exchange Bylaws.

Section 5.2 Annual Meeting. An annual meeting of the Board shall be held
promptly after each annual meeting of Shareholders on such day and at such time as the Board
may fix, for the purpose of organization, the election of officers and any other proper purpose.

Section 5.3 Regular Meetings. Regular meetings of the Board may be held at
such time and place as shall, from time to time, be determined by the Board.

Section 5.4 Special Meetings. Special meetings of the Board may be called at
any time by the Chairman of the Board, the President, the General Counsel, or any three
members of the Board. At any special meeting of the Board, only the matters stated in the notice
of the meeting may be acted upon at such meeting, unless an action on any matter is consented to
by all of the members of the Board.

Section 5.5 Quorum and Voting.

(a) A majority of the entire Board shall constitute a quorum at any meeting of
the Board.

(b) The act of a majority vote of the Directors present at any duly constituted
meeting, if a quorum is present, shall be the act of the Board, except as may otherwise be
specifically provided by law or these Exchange Bylaws; provided, however, that to the extent a
vote of the Board results in a tied or “deadlocked” vote with respect to a particular matter, the
Chairman of the Board shall have two votes with respect to such matter and therefore shall cast
the deciding vote to break such tie or deadlock. If at any meeting of the Board there shall be less
than a quorum present, the Director or Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall have
been obtained.

15


the meeting from time to time without notice other than announcement at the meeting, until such
holder of the Shares entitled to vote shall be present or represented by proxy. Ifthe adjournment
is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Shareholder of record entitled
to vote thereat. At the adjourned meeting, any business may be transacted which might have
been transacted at the meeting as originally called.

Section 3.9 Voting. At every meeting of the Shareholders at which Directors
are elected, each Class A Shareholder having the right to vote shall be entitled to vote in person
or by proxy. Except as may otherwise be provided in the LLC Agreement or these Exchange
Bylaws, all actions requiring a Shareholder vote shall be by majority vote of the Shareholders or
such class of Shareholders, as applicable, entitled to vote thereon.

Section 3.10 Votes per Share. Except as otherwise provided by these
Exchange Bylaws, the LLC Agreement or law, and subject to Section 3.2(e), hereof, the
Shareholders of record shall be entitled to a number of votes equal to the number of Shares
standing in his, her or its name on the books of the Exchange as of the relevant record date. The
Shareholders shall not be entitled to cumulative voting.

Section 3.11 Shareholder List. A complete list of the Shareholders entitled to
vote at any meeting of Shareholders arranged in alphabetical order with the address of each and
the number of Shares held by each, shall be prepared by the Exchange’s General Counsel. Such
list shall be open to the examination of any Shareholder for any purpose germane to the meeting
during ordinary business hours for a period of at least 10 days prior to such meeting. The list
shall also be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Shareholder who is present thereat.

Section 3.12 Proxies. Every Class A Shareholder entitled to vote at a meeting
of Shareholders at which Directors are elected or to express consent or dissent without a meeting
may authorize any person or persons to act for such Class A Shareholder by proxy. Every proxy
must be signed by the Class A Shareholder or the Class A Shareholder’s attorney-in-fact. No
proxy shall be valid after the expiration of three years from the date thereof unless the proxy
provides for a longer period. Every proxy shall be revocable at the pleasure of the Class A
Shareholder executing the proxy, except as otherwise provided by law and except that a proxy
shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with
an interest sufficient in law to support an irrevocable power.

Section 3.13 Written Consent in Lieu of a Meeting. Any action required to be
taken at any annual or special meeting of the Shareholders, or any action which may be taken at
any annual or special meeting of such Shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of Shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all Shares
entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given to those



ARTICLE II

ORGANIZATION

Section 2.1 Name. The name of the Exchange shall be “U.S. Futures
Exchange, L.L.C.” or such other name as the Board may determine. The Exchange may cause
appropriate trade name and similar statements to be filed and published under the name as set
forth in this Section, or such other names as the Exchange may have or use in any jurisdiction
from time to time.

Section 2.2 Principal Place of Business and Registered Office and Agent.

(a) The principal place of business of the Exchange shall be such place as the
Board may designate from time to time.

(b) The address of the registered office of the Exchange in the State of
Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19808 in the County of New Castle. The name and address of the Registered Agent for service
of process on the Exchange in the State of Delaware shall be c/o The Corporation Trust
Company, or such other registered office or agent or address as the Board may designate from
time to time.

Section 2.3 Qualification in Other Jurisdictions. The Board shall cause the

Exchange to be qualified to do business or registered under assumed or fictitious names, statutes
or similar laws in any jurisdiction in which such qualification or registration is required or
desirable, and shall execute, deliver and file any certificates (and any amendments and/or
restatements thereof) necessary to effect such qualification or registration.

Section 2.4 Term. The term of the Exchange shall continue in full force and
effect until the Exchange is dissolved.

Section 2.5 | Purposes. The Exchange’s business and general purpose is to
engage in any lawful act or activity for which a limited liability company may be organized
under the Delaware Act.

Section 2.6 No State Law Partnership. The Shareholders intend that the
Exchange shall not be a partnership (including, without limitation, a general partnership or a
limited partnership) or joint venture, and that no Shareholder or Director shall be a partner or
joint venturer of any other Shareholder or Director with respect to the business of the Exchange,
for any purposes other than U.S. federal, state and local tax purposes, and neither these Exchange
Bylaws nor the LLC Agreement shall be construed to suggest otherwise. The Shareholders
intend that the Exchange shall be a partnership for U.S. federal, state and local tax purposes and
agree not to take any position or make any election, in a tax return or otherwise, inconsistent
with the treatment of the Exchange as a partnership or a disregarded entity for such purposes.


trading in commodities, securities, futures contracts, options, currencies or other financial
instruments.

“Independent Directors” means the Directors nominated and elected in
accordance with Section 4.2(a)(ii).

“LLC Agreement” means the Fourth Amended and Restated Limited Liability
Company Agreement of the Exchange, as amended from time to time in accordance therewith.

“Man” means Man Group USA Inc., a New York corporation, and/or its
Permitted Transferees (as defined in the LLC Agreement).

“Member” means any Person admitted to membership in the Exchange as
provided in the Rules of the Exchange. A Member shall not be a “member” of the Exchange
within the meaning of the Delaware Act, unless such Member is also a Shareholder.

“Officials” shall have the meaning set forth in Section 9.4(a).

“Option” means an option to purchase or sell a Futures Contract, which option is
traded on or subject to the Rules of the Exchange.

“Rules” means, with respect to any Entity, the rules of such Entity and the
interpretations, resolutions, orders, directives and procedures of the Entity thereunder, as in
effect from time to time, and, if no other Entity is specified, means the Rules of the Exchange.

“Shareholder” means a holder of record of Shares of any class. A Shareholder
who is admitted as such in accordance with the LLC Agreement and these Exchange Bylaws
shall be a “member” of the Exchange within the meaning of the Delaware Act, but shall not be a
Member of the Exchange within the meaning of these Exchange Bylaws and Rules of the
Exchange, unless it has been admitted as such.

“Share Purchase Agreement” means the Share Purchase Agreement dated as of
July 27, 2006 by and among the Exchange, Eurex HoldCo and Man.

“Shares” means the Class A Shares, the Class B Shares and any other shares in
the Exchange issued by the Board pursuant to Section 3.2 hereof.

The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The word “will” shall be construed to
have the same meaning and effect as the word “shall.” All capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the LLC Agreement.


Section 5.6 Notices.

(a) All meetings of the Board or any committee shall be held on notice to the
members thereof. Special meetings of the Board or any committee shall be held upon not less
than one day’s notice stating the purpose, place, date and hour of the meeting and specifying the
person or persons at whose direction the meeting is called, except that notice by mail shall be
given not less than five Business Days prior to the date of the meeting.

(b) At any special meeting of the Board or any committee, only the matters
stated in the notice of the meeting may be acted upon at such meeting, unless an action on any
other matter is consented to by all of the members of the Board or such committee.

(c) A notice pursuant to this Section may be given orally or in writing, by
personal delivery, by mail, by telephone, by facsimile or by electronic mail to such address,
telephone or facsimile number as may be listed on the records of the Exchange.

Section 5.7 | Written Consents in Lieu of a Meeting. Any action required or
permitted to be taken at any meeting of the Board may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the Directors having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all Directors entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent of the Directors shall be given to those Directors
who have not consented in writing thereto.

Section 5.8 Telephonic_ Participation in Meetings. The Board may
participate in a meeting by means of conference telephone or similar communications equipment

by means of which all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at such meeting.

Section 5.9 Rules of Order. Unless otherwise provided by the Board, all
meetings of the Board shall be conducted in accordance with the then current edition of Robert's
Rules of Order.

Section 5.10 Proxies. Notwithstanding Section 5.9 or any other provision
herein, every Director entitled to vote at a meeting of the Board or any committee of the Board
may authorize any individual to act for such Director by proxy. A proxy must be signed by the
Director. A proxy may provide that the individual authorized to act for such Director may act at
a specific meeting or at any meeting at which such Director is entitled to vote. No proxy shall be
valid after the expiration of three years from the date thereof unless the proxy provides for a
longer period. A proxy shall (a) be revocable at the pleasure of the Director executing the proxy,
except as otherwise provided by law, and (b) shall automatically expire when the individual
granting such proxy ceases to be a Director.

16


(d) Shares of any class may be issued and held in fractional amounts.

(e) Except as may otherwise be provided in the LLC Agreement or these
Exchange Bylaws, or as required by the Delaware Act, the voting power of the Class A
Shareholders shall be pro rata in accordance with their holdings of Class A Shares.

Section 3.3 Admission of Shareholders. The Board shall have the right to
admit Persons as additional Shareholders as provided in the LLC Agreement.

Section 3.4 Limitation of Liability. Except as may otherwise be provided in
the LLC Agreement or these Exchange Bylaws, the debts, obligations and liabilities of the
Exchange, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Exchange, and no Shareholder, Member, Director or Officer shall be obligated
individually or personally for any such debt, obligation or liability of the Exchange solely by
reason of being a Shareholder, Member, Director or Officer of the Exchange.

Section 3.5 Time and Place of Meetings. All meetings of Shareholders of the
Exchange shall be held at such time and place, either within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 3.6 Annual Meeting. There shall be an annual meeting of
Shareholders of the Exchange, to be held at such date, time and place, either within or without
the State of Delaware, as shall be determined by the Board and stated in the notice of meeting.

Section 3.7 Notices. Whenever under the provisions of this Article III the
Shareholders are required or permitted to take any action at a meeting, a written notice of the
meeting shall be given, which shall state the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called. The notice of any
meeting shall be given not less than 10 days nor more than 30 days before the date of the
meeting to each Shareholder entitled to vote at such meeting. Notice may be given by personal
delivery, by mail, by facsimile or by electronic mail to such address or facsimile number as may
appear on the records of the Exchange. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the Shareholder at such Shareholder’s address as it
appears on the records of the Exchange. If given by delivery, facsimile or electronic mail, notice
is given when received by the applicable Shareholder. An affidavit of the General Counsel or an
Assistant General Counsel of the Exchange that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts therein stated.

Section 3.8 Quorum.

(a) Except as otherwise provided by law, Class A Shareholders holding the
majority of Class A Shares shall constitute a quorum at any meeting at which Directors are to be
elected.

(b) If a quorum shall not be present in person or represented by proxy at any
meeting of the Shareholders at which Directors are to be elected, the Class A Shareholders
entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn


OR IN ANY WAY CONNECTED TO ANY TRANSACTIONS EFFECTED ON THE
EXCHANGE OR THE CONDUCT OF THE EXCHANGE’S AFFAIRS, WHICH OR WHO
FAILS TO PREVAIL IN SUCH ACTION OR PROCEEDING SHALL REIMBURSE ON
DEMAND THE EXCHANGE AND ANY SUCH MEMBER OF THE BOARD OR
COMMITTEE, OFFICER, AGENT OR EMPLOYEE FOR ANY AND ALL REASONABLE
EXPENSES AND DISBURSEMENTS (INCLUDING WITHOUT LIMITATION
ATTORNEYS’ FEES AND COSTS) INCURRED BY IT OR ANY OF THEM IN THE
DEFENSE OF SUCH ACTION OR PROCEEDING.

(e) IN ANY ACTION, SUIT OR PROCEEDING UNDER OR IN
CONNECTION WITH THESE EXCHANGE BYLAWS, EACH PARTY WAIVES ANY
RIGHT IT MIGHT HAVE TO A TRIAL BY JURY.

Section 9.2 Indemnification.

(a) Actions, Suits or Proceedings Other Than by or in the Right of the
Exchange. The Exchange shall indemnify any current or former Director or officer of the
Exchange, and may at the discretion of the Board indemnify any current or former employee or
agent of the Exchange, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Exchange) by reason
of the fact that such person is or was a Director, officer, employee or agent of the Exchange, or is
or was serving at the request of the Exchange as a director, officer, employee or agent (including
trustee) of another limited liability company, corporation, partnership, joint venture, trust or
other enterprise (including employee benefit plans) to the fullest extent permissible under the
Delaware Act, as then in effect, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Exchange, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his or her
conduct was unlawful; except that any funds paid or required to be paid to any person as a result
of the provisions of this Section shall be returned to the Exchange or reduced, as the case may
be, to the extent that such person receives funds pursuant to an indemnification from any such
other limited liability company, corporation, partnership, joint venture, trust or enterprise. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
person seeking indemnification did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Exchange, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his or her
conduct was unlawful.

(b) Actions or Suits by or in the Right of the Exchange. The Exchange
shall indemnify any current or former Director or officer of the Exchange, and may at the

discretion of the Board, indemnify any current or former employee or agent of the Exchange who
was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit, by or in the right of the Exchange to procure a judgment in its favor by reason of

22


RECEIVED
CET.

FOURTH AMENDED AND RESTATED
BYLAWS
OF
U.S. FUTURES EXCHANGE, L.L.C.

60488163


Exchange. Any action taken by the Board or any Director, officer or other Person duly
authorized in accordance with these Exchange Bylaws shall constitute the act of, and shall serve
to bind, the Exchange. Subject to the provisions of these Exchange Bylaws, the Board may
create, and delegate any part or all of its powers and authority to, such committees as the Board
may deem appropriate. Notwithstanding the foregoing, the Directors, managers and officers of
the Exchange shall have authority and power set forth in Rule 804 (Emergency Powers) of the
Rules.

(b) Except as otherwise provided in these Exchange Bylaws or the LLC
Agreement or authorized by the Board, no Director, manager or officer of the Exchange, and no
other Person, shall have the authority or power, directly or indirectly, to act as agent of the
Exchange for any purpose, engage in any transaction, make any commitment, enter into any
contract or incur any obligation (whether as principal, surety or agent) in the name of the
Exchange or in any other way bind the Exchange or hold itself out as acting for or on behalf of
the Exchange. Any attempted action in contravention of this Section shall be null, void ab initio
and not binding upon the Exchange, unless ratified or authorized in writing by the Board.

(c) Without limiting the generality of the foregoing paragraph (a), the Board
shall have the power to undertake the following actions, which actions shall not be undertaken
unless approved by the Board; provided, however, that the Board shall have the right to delegate
any of the following action to a committee of the Board if the Board determines that such
delegation is required by, or otherwise advisable pursuant to, applicable law:

(i) Designate or terminate any Person as a Clearing Organization to
clear transactions effected on or subject to the Rules of the Exchange;

(ii) Raise additional equity or debt capital from existing Shareholders
or other Persons as it deems appropriate to properly carry out the Exchange’s business
and operations;

(iii) Issue additional Shares (in one or more outstanding classes of
Shares);

(iv) | Issue warrants and options exercisable into Shares from time to
time; and

(v) Enter into any transaction required to be approved by the Board
pursuant to Section 3.10 of the LLC Agreement.

(d) Each Director shall be at least 18 years of age and shall be eligible to serve
pursuant to Section 4.6(a) hereof.

(e) Each Director shall have and exercise, in her or his duties to the Exchange
and its Shareholders, the fiduciary duties owed by directors of a business corporation organized
under the General Corporation Law of the State of Delaware; provided that the Class A Directors
shall not in any way be prohibited or restricted from engaging or investing in, independently or


Shareholders who had the right to vote with respect to the applicable action but have not
consented in writing thereto.

Section 3.14 Record Date. In order that the Exchange may determine the
Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment
thereof, or entitled to express consent to the election of Directors in writing without a meeting, or
entitled to receive payment of any distribution, or for the purpose of any other lawful action, the
Exchange may fix, in advance, a record date, which shall not be more than 30 days before the
date of such meeting, nor more than 30 days prior to any other action.

Section 3.15 Shareholders of Record. The Exchange shall be entitled to treat
the holder of record of any Share or Shares as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such Share on the part of any
other person, whether or not it shall have express or other notice thereof, save as expressly
required by the laws of the State of Delaware.

Section 3.16 Other Activities of the Shareholders; Fiduciary Duties. It is
understood and accepted that the Shareholders and their Affiliates have or may hereafter have

interests in other business ventures that are or may be competitive with the activities of the
Exchange and that, except as otherwise provided in the LLC Agreement or Share Purchase
Agreement, to the fullest extent permitted by law, nothing in these Exchange Bylaws shall limit
the current or future business activities of any of the Shareholders or any of their respective
Affiliates, whether or not such activities are competitive with those of the Exchange or
otherwise. Except as expressly provided herein or in the LLC Agreement or Share Purchase
Agreement, nothing in these Exchange Bylaws shall limit in any manner the ability of any
Shareholder to exercise its rights under these Exchange Bylaws or the LLC Agreement or as a
Shareholder of the Exchange and neither these Exchange Bylaws or the LLC Agreement nor
anything provided at law or equity shall create, or be deemed or interpreted to create, any
fiduciary or similar duty of any Shareholder owing to any other Shareholder or the Exchange;
provided, however, that nothing in these Exchange Bylaws, express or implied, shall relieve any
officer or director of the Exchange, as such, of any fiduciary duties they may have to the
Exchange or its Shareholders.

ARTICLE IV

DIRECTORS

Section 4.1 Duties, Powers and Eligibility.

(a) Except as otherwise specifically provided in these Exchange Bylaws or the
LLC Agreement or by applicable law, all powers of the Exchange shall be held at any time, and
all decisions respecting any matter set forth herein or otherwise affecting or arising out of the
conduct of the business of the Exchange shall be made, by the Board, without the vote or
approval of any Shareholders or Members. The Board shall have all the powers and duties of
managers of a limited liability company as set forth in the Delaware Act, including without
limitation the right to authorize any Director, officer or other Person to act on behalf of the

8


Section 2.7 Conduct_of Business. The Exchange shall not conduct any
portion of its business through any subsidiary unless the rights of Eurex HoldCo set forth in
Sections 4.2(a)(i), 4.2(a)(ii), 4.2(c), 4.3(b)(i), 4.3(b)(ii), 4.3(b)(iv), 4.4(a)(i), 4.4(a)(ii), 4.4(a)(iv)
and the last sentence of Section 6.1 apply with respect to such subsidiary, mutatis mutandis,
substantially as set forth herein.

ARTICLE III

SHAREHOLDERS

Section 3.1 | Names and Addresses. The name and address and number of
Shares of each class of Shares held by each Shareholder shall be set forth in the books and
records of the Exchange.

Section 3.2 | Number and Classes of Shares.

(a) The Exchange shall initially issue two classes of Shares: Class A Shares
and Class B Shares, each with such rights, powers, preferences, obligations, qualifications,
limitations and restrictions as set forth in the LLC Agreement and these Exchange Bylaws.
Shares are owned by the Shareholders and are, as of immediately following the Effective Date,
as set forth on Schedule I attached to the LLC Agreement. Schedule I may be amended from
time to time after the Effective Date in accordance with the LLC Agreement. Shares are owned
by the Shareholders are as set forth on Schedule I attached to the LLC Agreement, as amended
from time to time in accordance therewith. The Board may issue additional Shares from time to
time, which additional Shares may be issued in one or more outstanding classes or series of
Shares or in one or more new classes or series, the rights, powers, preferences, obligations,
qualifications, limitations and restrictions of which shall be established by the Board. Such
additional Shares may (i) rank senior to, junior to, or pari passu with, outstanding Shares as to
the payment or the distribution of assets on liquidation, (ii) bear a stated distribution and/or rank
senior to, junior to, or pari passu with, outstanding Shares as to distributions of Net Cash Flow,
(iii) be redeemable by the holder thereof, (iv) have voting or other rights with respect to the
management of the Exchange which rank senior to, junior to, or pari passu with, outstanding
Shares, and/or (v) otherwise have rights, powers or preferences which are senior (or otherwise
superior) to, junior to, or pari passu with, any outstanding Shares. In addition, the Board may
from time to time issue options and/or warrants to purchase Shares, with such terms as the Board
may determine.

(b) As more fully set forth in Sections 4.2 and 4.3, the holders of the
outstanding Class A Shares shall be entitled to elect the Directors, including the Independent
Directors, and to remove any Director at any time, with or without cause. Except as specifically
set forth herein or as required by the Delaware Act, the holders of the outstanding Class A Shares
shall not be entitled to vote upon any matter.

(c) The holders of the outstanding Class B Shares shall not be entitled to elect
any Directors. Except as specifically set forth herein or as required by the Delaware Act, the
holders of the outstanding Class B Shares shall not be entitled to vote upon any matter.

5


Section 8.2 Other Officers and Agents. The Board may also appoint such
agents as the Board may at any time or from time to time determine, such agents to serve for
such terms and to exercise such powers and perform such duties as shall be specified at any time
or from time to time by the Board.

Section 8.3 Tenure; Resignation; Removal; Vacancies. Each officer of the
Exchange shall hold office until his or her successor is elected and qualified, or until his or her

earlier resignation or removal; provided that if the term of office of any officer shall have been
fixed by the Board, he or she shall cease to hold such office no later than the date of expiration of
such term regardless of whether any other person shall have been elected or appointed to succeed
him or her. Any officer may be removed at any time, with or without cause, by the Board;
provided that any such removal shall be without prejudice to the rights, if any, of the officer so
employed under any employment contract or other agreement with the Exchange. An officer
may resign at any time upon written notice to the Board. If the office of any officer becomes
vacant by reason of death, illness, resignation, retirement, disqualification, removal from office
or otherwise, the Board may appoint a successor or successors to hold office for such term as
may be specified by the Board.

Section 8.4 Compensation. Except as otherwise provided by these Exchange
Bylaws, the compensation of all officers of the Exchange appointed by the Board shall be fixed
by the Board.

Section 8.5 Authority and Duties. There is delegated to the officers of the
Exchange such rights and powers to manage and control the business and affairs of the Exchange
as are prescribed in the LLC Agreement and these Exchange Bylaws or the Rules or by the
Board. In addition to the rights and powers hereinafter specifically prescribed for the respective
officers, the Board may from time to time delegate to any of the officers such additional rights
and powers as the Board may see fit, and the Board may from time to time delegate any or all of
the rights and powers hereinafter specifically prescribed for any officer upon any other officer or
officers.

Section 8.6 Chairman of the Board. The Chairman of the Board, who shall
be a Director, shall preside and prepare the agenda at meetings of the Board; provided that the
agenda for any special meeting of the Board called in accordance with Section 5.4 will include
the matters stated in the notice of such meeting. The Chairman of the Board shall be a member
ex officio of all committees of the Board and shall perform such other duties as may be assigned
from time to time by the Board.

Section 8.7 Chief Executive Officer. The Chief Executive Officer shall have
general charge of the business, affairs and property of the Exchange, and shall have control over
the officers, agents and employees of the Exchange, subject to the direction of the Board.
Without limiting the generality of the foregoing, the Chief Executive Officer shall have the
authority to: (a) hire and dismiss employees of the Exchange and to establish their qualifications,
duties and compensation; (b) execute and deliver contracts, instruments and other documents on
behalf of the Exchange; and (c) perform such other duties as may be specifically assigned to him
or her from time to time by the Board. The Chief Executive Officer shall see that all resolutions

19


detect or require any conduct by a Member, a Shareholder or an Affiliated Person of a Member
or Shareholder, which conduct is alleged to constitute a violation of any federal or state law, any
Commission Regulation, any rule of any self-regulatory organization, these Exchange Bylaws, or
any Rule, such Member or Shareholder shall indemnify and hold harmless the Exchange and
each such Official from and against all loss, liability, damage and expense (including but not
limited to attorneys’ fees, legal expenses, judgments and amounts paid in settlement) incurred by
the Exchange or such Official in or in connection with any such action or proceeding.

(b) If any action or proceeding is brought against the Exchange or an Official
which could result in indemnification by a Member or Shareholder pursuant to paragraph (a) of
this Section:

(i) The Exchange or such Official, as the case may be, shall promptly
give such Member or Shareholder notice thereof in writing.

(ii) | Neither the Exchange nor any such Official may settle a claim to
the extent it seeks the recovery of money damages without the prior consent of such
Member or Shareholder; provided that if such Member or Shareholder does not consent
to any proposed settlement within 10 days following the date it receives written notice of
the terms of such settlement, the Exchange or such Official may require such Member or
Shareholder to post such security for the payment of its indemnification obligations to the
Exchange or such Official as the Exchange or such Official deems necessary, but not in
excess of the money damages claimed plus interest and anticipated expenses.

Section 9.5 Exculpation and Reimbursement of Exchange. Any Member or
Shareholder which institutes an action or proceeding against the Exchange, or any of the officers,

Directors, committee members, agents or employees of the Exchange, and which fails to prevail
in such action or proceeding, shall reimburse the Exchange and such officer, Director, committee
member, agent or employee, for any and all costs or expenses (including but not limited to
attorneys’ fees, legal expenses and amounts paid by way of indemnifying any officers, Directors,
employees or other persons by the Exchange) incurred in connection with the defense of such
action or proceeding.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Fiscal Year. The Fiscal Year of the Exchange for accounting and
tax purposes shall be from January 1 through December 31 of each calendar year except as
otherwise fixed by the Board or required by the Code.

Section 10.2 Amendments of These Exchange Bylaws. These Exchange
Bylaws may be amended, in whole or in part, only by vote of the Class A Shareholders;

provided, however, that the Class A Shareholders shall not have the right to amend (i) Sections
2.7, 4.2(a)(i), 4.2(a)(ii) (other than to amend the definition of “Independent Director” pursuant to
a determination by the Board that such amended definition is required by, or otherwise advisable

25


FOURTH AMENDED AND RESTATED BYLAWS
OF

U.S. FUTURES EXCHANGE, L.L.C.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. In these Exchange Bylaws, the following terms shall,
unless the context otherwise indicates, have the meaning set forth below:

“Act” means the Commodity Exchange Act, as in effect from time to time.

“Affiliate” means, with respect to any Person, any other Person who Controls, is
Controlled by, or is under common Control with, such Person.

“Affiliated Person” means:

(a) With respect to any Entity, any Person who Controls, is Controlled by or
is under common Control with such Entity, and, without limiting the generality of the
foregoing, any partner, trustee, officer, director or employee (whether or not having
Control) of such Entity; and

(b) With respect to any individual, any Person of which such individual is a
partner, member, trustee, officer, director or employee or has Control, and any Person
who Controls, is Controlled by, or is under common Control with such Person.

“Board” means the Board of Directors of the Exchange, which shall constitute
the “manager” of the Exchange within the meaning of the Delaware Act.

“Boston HoldCo” means Exchange Place Holdings, L.P. (formerly known as
BTEX Holdings, L.P.), a Delaware limited partnership.

“Bylaws” means, with respect to any Entity, the bylaws or similar code of such
Entity, and the interpretations, resolutions, policies, procedures, orders and directives of the
Entity thereof or thereunder, as in effect from time to time; and if no other Entity is specified,
shall mean these Exchange Bylaws.

“Clearing Member” means a Person who has the privilege to clear Contracts
with the Clearing Organization pursuant to these Exchange Bylaws, the Rules of the Exchange
and the Bylaws and Rules of the Clearing Organization.

“Clearing Organization” means any Person designated by the Exchange to clear
transactions effected on or subject to the Rules of the Exchange.


Independent Director nominee(s) within the time period specified herein, then the
Independent Directors shall be elected by the Class A Shareholders in accordance
with Section 4.2(a)(iii); or

(C) less than five percent (5%), then the Class A Shareholders shall
nominate all of the Independent Director nominees in accordance with
Section 4.2(a)(iii) below.

Notwithstanding the foregoing Independent Director nomination procedures, for a
Director nominated pursuant to clauses (A)-(C) above to qualify as an Independent Director, the
Board shall, on the record, have found that such nominee satisfies the definition of “Independent
Director’ set forth above.

(iii) | Other Director Nominees. The remaining Directors, other than those
nominated pursuant to Sections 4.2(a)(i) and 4.2(a)(ii) above, shall be nominated by the
vote of the Class A Shareholders.

(b) Except for the initial Directors elected as of the Effective Date pursuant to
a written consent of the Class A Shareholders, the Directors shall be elected each year at the
annual meeting of Shareholders in accordance with Section 4.2(a).

(c) For so long as Eurex HoldCo together with its Affiliates hold Shares
representing a Company Percentage Interest on a fully-diluted basis of at least five percent (5%),
without the prior written consent of Eurex HoldCo, (i) the Class A Shareholders may not
increase the number of Directors other than to add additional Independent Directors pursuant to a
determination by the Board that such additional Independent Directors are required by, or
otherwise advisable pursuant to, applicable law, and (ii) if the number of Independent Directors
is increased pursuant to clause (i) above, the number of Independent Directors shall only be
increased in the increments of three (3) Independent Directors, which additional Independent
Directors shall be nominated in accordance with the provisions of Section 4.2(a)(ii).

(d) Each Director shall hold office until the annual meeting of Shareholders
next succeeding his or her election and until his or her successor is elected and has qualified, or
until his or her earlier resignation or removal.

Section 4.3 Resignation and Removal.

(a) A Director may resign at any time by giving written notice to the Board or
to the President of the Exchange. Such resignation shall take effect upon receipt thereof by the
Board or by the President, unless otherwise specified therein. The acceptance of a resignation
shall not be necessary to make it effective.

(b) Any one or more of the Directors may be removed, either with or without
cause, at any time by the vote of the Class A Shareholders at any meeting called for such
purpose; provided, however, that, except as otherwise provided in Section 4.3(c), (i) any Eurex
Director may be removed, either with or without cause, at any time only by Eurex HoldCo,
acting in its sole and absolute discretion, (ii) for so long as Eurex HoldCo has the right to

12


(iii) currently is suspended from trading on any contract market, is
suspended or expelled from membership in any self-regulatory organization, is serving
any sentence of probation or owes any portion of a fine imposed pursuant to either:

(A) a finding by a final decision of the Commission, any other
Governmental Agency, a court of competent jurisdiction or any self-regulatory
organization that such person committed a disciplinary offense; or

(B) a settlement agreement in which any of the findings or, in
the absence of such findings, any of the acts charged (and not withdrawn)
constitute the basis for a disciplinary offense;

(iv) currently is subject to an agreement with the Commission or any
self-regulatory organization not to apply for registration with the Commission or
membership in any self-regulatory organization,

(v) currently is subject to, or has had imposed on such person, within
the prior three years, a Commission registration revocation or suspension in any capacity
for any reason, or has been convicted within the prior three years of any of the felonies
listed in Section 8a(2)(D)(ii) through (iv) of the Act;

(vi) currently is subject to a denial, suspension or disqualification from
serving on a disciplinary committee, arbitration panel or governing board of any “self-
regulatory organization” as that term is defined in Section 3(a)(26) of the Exchange Act;
or

(vii) if an Independent Director no longer satisfies the requirements set
forth in Section 4.2(a)(ii).

(b) Any individual who is a member of the Board, an arbitration panel or a
Disciplinary Committee shall immediately notify the President of any final decision which
subjects such person to disqualification pursuant to paragraph (a) of this Section.

(c) Terms used in this Section and not defined in these Exchange Bylaws shall
have the meanings set forth in Section 1.63(a) of the Commission Regulations.

Section 4.7 Improper _Use__or Disclosure of Material, Non-Public

Information.

(a) No member of the Board or any committee established by the Exchange
shall use or disclose, for any purpose other than the performance of such person’s official duties
as a member of the Board or such committee, any material non-public information obtained by
such person as a result of such person’s participation on the Board or on any such committee;
provided, however, that if any such person who effects any transactions after having received
any such material, non-public information so obtained can show that such transaction was
effected in the ordinary course of such person’s business, such person shall not be deemed to

14


SECTION 6.1
SECTION 6.2

ARTICLE VII NOTICES; REPORTS...

SECTION 7.1
SECTION 7.2
SECTION 7.3

ARTICLE VIII OFFICERS...

SECTION 8.1
SECTION 8.2
SECTION 8.3
SECTION 8.4
SECTION 8.5
SECTION 8.6
SECTION 8.7
SECTION 8.8
SECTION 8.9

ARTICLE IX EXCULPATION AND INDEMNIFICATION

SECTION 9.1
SECTION 9.2
SECTION 9.3
SECTION 9.4
SECTION 9.5

ARTICLE X MISCELLANEOUS PROVISIONS .....

SECTION 10.1
SECTION 10.2
SECTION 10.3
SECTION 10.4

DESIGNATION AND POWERS
MEETINGS OF COMMITTEES.

DELIVERY OF NOTICES
WAIVER OF NOTICE...
REPORTS REQUESTED BY SHAREHOLDERS TO COMPLY WITH LAW.

OFFICERS... cove
OTHER OFFICERS AND AGENTS...
TENURE; RESIGNATION; REMOVAL; VACANCIES..
COMPENSATION...
AUTHORITY AND DUTIES
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER... ses

RESTRICTIONS ON TRADING AND DISCLOSURE BY EMPLOYEES

EXCULPATION; LITIGATION
INDEMNIFICATION ...
ENFORCEMENT .....
INDEMNIFICATION BY MEMBERS AND SHAREHOLDER:
EXCULPATION AND REIMBURSEMENT OF EXCHANGE.

FISCAL YEAR...... see

AMENDMENTS OF THESE EXCHANGE BYLAWS
CAPTIONS ....
EFFECTIVE DATE

ii


the fact that such person is or was a Director, officer, employee or agent of the Exchange, or is or
was serving at the request of the Exchange as a director, officer, employee or agent (including
trustee) of another limited liability company, corporation, partnership, joint venture, trust or
other enterprise (including employee benefit plans) to the fullest extent permitted under the
Delaware Act, as then in effect, against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense or settlement of such action
or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Exchange; except that (i) no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Exchange unless and only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper; and (ii) any funds paid or required to
be paid to any person as a result of the provisions of this Section shall be retumed to the
Exchange or reduced, as the case may be, to the extent that such person receives funds pursuant
to an indemnification from any such other limited liability company, corporation, partnership,
joint venture, trust or enterprise.

(c) Indemnification for Expenses of Successful Party. To the extent that a
Director, officer, employee or agent of the Exchange has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in paragraph (a) or (b) of this
Section, or in defense of any claim, issue or matter therein, such person shall be indemnified by
the Exchange against expenses (including attorneys’ fees) actually and reasonably incurred by
him or her in connection therewith.

(d) Determination of Right to Indemnification. Any indemnification under
paragraph (a) or (b) of this Section (unless ordered by a court) shall be made by the Exchange
only as authorized in the specific case upon a determination that indemnification of the Director,
officer, employee or agent is proper in the circumstances because such person has met the
applicable standard of conduct set forth in paragraphs (a) and (b) of this Section. Such
determination shall be made by the Board by a majority vote of the Directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or if there are no such
Directors, by independent legal counsel in a written opinion, or by the Shareholders.

(e) Advancement_of Expenses. Expenses (including attorneys’ fees)
incurred by an officer or Director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Exchange in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Director or
officer to repay such amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the Exchange as authorized in this Section. Such expenses (including
attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

( Other Rights. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section shall not be deemed

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ARTICLE I DEFINITIONS...

SECTION 1.1

ARTICLE II ORGANIZATION.

SECTION 2.1
SECTION 2.2
SECTION 2.3
SECTION 2.4
SECTION 2.5
SECTION 2.6
SECTION 2.7

ARTICLE Il! SHAREHOLDERS...

SECTION 3.1
SECTION 3.2
SECTION 3.3
SECTION 3.4
SECTION 3.5
SECTION 3.6
SECTION 3.7
SECTION 3.8
SECTION 3.9
SECTION 3.10
SECTION 3.11
SECTION 3.12
SECTION 3.13
SECTION 3.14
SECTION 3.15
SECTION 3.16

ARTICLE IV DIRECTORS...

SECTION 4.1
SECTION 4.2
SECTION 4.3
SECTION 4.4
SECTION 4.5
SECTION 4.6
SECTION 4.7

ARTICLE V MEETINGS OF THE BOARD

SECTION 5.1
SECTION 5.2
SECTION 5.3
SECTION 5.4
SECTION 5.5
SECTION 5.6
SECTION 5.7
SECTION 5.8
SECTION 5.9
SECTION 5.10

ARTICLE VI COMMITTEES .....

60488163

TABLE OF CONTENTS

DEFINITIONS...

PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE AND AGENT .
QUALIFICATION IN OTHER JURISDICTIONS
TERM...
PURPOSE:
NO STATE LAW PARTNERSHIP
CONDUCT OF BUSINESS

NAMES AND ADDRESSES...
NUMBER AND CLASSES OF SHARES .
ADMISSION OF SHAREHOLDERS
LIMITATION OF LIABILITY ......
TIME AND PLACE OF MEETINGS.
ANNUAL MEETING
NOTICES ..
QUORUM
VOTING
VOTES PER SHARE ..
SHAREHOLDER LIST.
PROXIES...
WRITTEN CONSENT IN LIEU OF A MEETING.
RECORD DATE....
SHAREHOLDERS OF RECORD...
OTHER ACTIVITIES OF THE SHAREHOLDE!

DUTIES, POWERS AND ELIGIBILITY.
NUMBER; ELECTION; TENURE..
RESIGNATION AND REMOVAL.
VACANCEES ....
COMPENSATION.
ELIGIBILITY FOR SERVICE ON BOARDS AND COMMITTEES ....
IMPROPER USE OR DISCLOSURE OF MATERIAL, NON-PUBLIC INFORMATION

TIME AND PLACE.
ANNUAL MEETING
REGULAR MEETINGS
SPECIAL MEETINGS ..
QUORUM AND VOTING
NOTICES.....
WRITTEN CONSENTS IN LIEU OF A MEETING
TELEPHONIC PARTICIPATION IN MEETINGS
RULES OF ORDER.

PROXIES.....



pursuant to, applicable law), 4.2(c), 4.3(b)(i), 4.3(b)(ii), 4.3(b)(iv), 4.4(a)G), 4.4(a)(ii), 4.4(a)(iv),
the last sentence of Section 6.1 or clauses (i) and (ii) of this Section 10.2 without the prior
written consent of Eurex HoldCo, (ii) any Section of these Exchange Bylaws that would have a
material and disproportionate (taking into account the relative rights and obligations of the
applicable Shareholder compared to the other Shareholders) effect on the rights or obligations of
a particular Shareholder hereunder without the prior written consent of such Shareholder or (iii)
this clause (iii) or any Section of these Exchange Bylaws that would have a material and
disproportionate (taking into account the relative rights and obligations applicable to the Class A
Shares and Class B Shares) effect on the rights or obligations applicable to the Class B Shares
without the prior written consent of the Class B Shareholders holding a majority of the
outstanding Class B Shares.

Section 10.3 Captions. Section titles or captions contained in these Exchange
Bylaws are inserted only as a matter of convenience and for reference and in no way define,
limit, extend or describe the scope of these Exchange Bylaws or the intent of any provision
hereof.

Section 10.4 Effective Date. These Exchange Bylaws shall be effective upon
the consummation of the Closing (as such term is defined in the Share Purchase Agreement)
(such date, the “Effective Date”). If the Share Purchase Agreement is terminated in accordance
with its terms prior to the consummation of the Closing, then these Exchange Bylaws shall be
null and void and shall be of no further force and effect.

60488163

26



with others, any business opportunity of any type or description, including, without limitation,
those business opportunities that might be the same or similar to the business of the Exchange.

Section 4.2 | Number; Election; Tenure.

(a) Commencing on the Effective Date, the total number of Directors shall be
nine (9). Subject to Section 4.2(c), the number of Directors may be increased or decreased (but
not below nine (9) Directors) from time to time upon the vote of the Class A Shareholders. Each
Director shall be elected by the vote of the Class A Shareholders and, in connection therewith,
each Class A Shareholder hereby agrees to vote its respective Class A Shares in accordance with
and so that the Board is comprised as set forth in the following provisions:

(i) For so long as Eurex HoldCo together with its Affiliates holds Shares
representing a Company Percentage Interest on a fully-diluted basis of at least (x) fifteen
percent (15%), then, subject to the provisions of these Exchange Bylaws, Eurex HoldCo
shall be entitled to nominate two (2) Directors, or (y) five percent (5%) but less than
fifteen percent (15%), then, subject to the provisions of these Exchange Bylaws, Eurex
HoldCo shall be entitled to elect one (1) Director.

(ii) Independent Directors. At least one fourth (4) of the Directors shall at all
times be Independent Directors. A Director shall be an “Independent Director” if such
Director has no material relationship with the Exchange that reasonably could affect the
independent judgment or decision making of such Director. In addition, a Director shall
not be considered an “Independent Director” if any of the following circumstances exist:
(1) the Director is an officer or employee of the Exchange or a director, officer or
employee of its Affiliate, (2) the director is a member of the Exchange, or a person
employed by or Affiliated (which, for this purpose, shall include acting as a director or
officer of a member) with a member (which, for this purpose, is defined according to
Section 1a(24) of the Act and Commission Regulation 1.3(q)), (3) the Director receives
more than $100,000 in payments from the Exchange, any Affiliate of the Exchange, or
from a member or anyone affiliated with a member, provided that compensation for
services as a Director will not be counted towards the $100,000 threshold test, and (4)
any of the relationships set forth in clauses (1)-(4) above apply to a member of the
Director’s “immediate family” (i.e., spouse, parents, children and siblings). All of the
disqualifying circumstances described in clauses (1)-(4) above shall be subject to a one-
year look back. For purposes of the disqualifying circumstances described in clauses (1)-
(3) above, an Affiliate of the Exchange shall be deemed to include parents and
subsidiaries of the Exchange or entities that share a common parent with the Exchange.
For so long as Eurex HoldCo together with its Affiliates holds Shares representing a
Company Percentage Interest of:

(A) at least fifteen percent (15%), then

1. Eurex HoldCo shall be entitled to nominate one (1)
Independent Director (or, in the event the number of Independent Directors is
increased above three (3), one-third (1/3) of the total number of Independent
Directors);

10


nominate an Independent Director pursuant to Section 4.2(a)(ii)(A)(1), such Independent
Director may be removed, either with or without cause, at any time only by Eurex HoldCo,
acting in its sole and absolute discretion, (iii) any Independent Director nominated by Man
pursuant to Section 4.2(a)(ii)(A)(2) or Section 4.2(a)(ii)(B)(1) may be removed, either with or
without cause, at any time only by Man, acting in its sole and absolute discretion, and (iv) for so
long as Eurex HoldCo has the right to nominate an Independent Director(s) pursuant to Section
4.2(a)(ii)(A)(3) or Section 4.2(a)(ii)(B)(2), such Independent Director(s) may be removed, either
with or without cause, at any time only upon the written agreement of Eurex HoldCo and Man.

(c) A Director who becomes ineligible to serve on the Board pursuant to
Section 4.6 shall be automatically removed upon the occurrence of such ineligibility without any
act of the Shareholders or the Board.

Section 4.4 Vacancies.

(a) Any vacancy occurring among the Directors for any reason shall be filled
by the vote of the Class A Shareholders; provided, however, that (i) any vacancy occurring
among the Eurex Directors for any reason shall be filled by Eurex HoldCo in accordance with
Section 4.2, (ii) any vacancy occurring for any reason with respect to an Independent Director
nominated by Eurex HoldCo pursuant to Section 4.2(a)(ii)(A)(1), if any, shall be filled by Eurex
Holdco in accordance with Section 4.2(a)(ii), (iii) any vacancy occurring for any reason among
any Independent Director nominated by Man pursuant to Section 4.2(a)(ii(A)(2) or Section
4,2(a)(ii)(B)(1) shall be filled by Man in accordance with Section 4.2(a)(ii), and (iv) any vacancy
occurring with respect to any Independent Directors nominated by Eurex HoldCo pursuant to
Section 4.2(a)(ii)(A)(3) or Section 4.2(a)(ii)(B)(2) shall be filled in accordance with the
procedure set forth in Section 4.2(a)(ii)(A)(3) or Section 4.2(a)(ii)(B)(2), as applicable.

(b) Any individual appointed by the Board to fill a vacancy as a Director shall
hold office for the balance of the term of the Director whose position such successor is filling.

Section 4.5 | Compensation. Each Director shall receive for services rendered
as a Director of the Exchange such compensation as may be fixed by the Board. Nothing herein
contained shall be construed to preclude any Director from serving the Exchange in any other
capacity and receiving compensation therefor.

Section 4.6 Eligibility for Service on Boards and Committees.

(a) No individual shall be eligible to serve on the Board, any arbitration panel,
oversight panel, or any Disciplinary Committee of the Exchange, if such individual:

(i) was found within the prior three years by a final decision of the
Commission, any other Governmental Agency, a court of competent jurisdiction or any
self-regulatory organization, to have committed a disciplinary offense;

(ii) entered into a settlement agreement within the prior three years in

which any of the findings or, in the absence of such findings, any of the acts charged (and
not withdrawn) constitute the basis for a disciplinary offense;

13