(c) A guarantor may terminate its guarantee of a Guaranteed Member by serving upon the
Exchange and the guaranteedQuaranteed Member written notice of such termination. Such notice
shall indicate the effective time and date of termination provided, however, that in no event may a
guarantee be terminated prior to the Exchange’ 's receipt of such notice and communication of such
termination to the Membership Members in accordance with this Rule. Except as provided in
paragraph (d) hereof, a guarantee shall remain in full force and effect until the effective time and
date indicated in such notice. At the effective time and date of termination, the affected

lember’s floor trading privileges shall be suspended immediately and shall be
reinstated upon approval of a new guarantor.

(d) Without limiting any other provisions of the Rules, if at any time the Member Firm
privileges of a guarantor on the Exchange are suspended, terminated or canceled, or if a guarantor
shall cease to be or shall be suspended as a Clearing Member of the Exchange, or if a guarantor
shall be restricted by either the Exchange or the Clearing Organization to trading for liquidation
only, all guarantees submitted to the Exchange by such guarantor shall automatically terminate.

(e) When a Guaranteed Member requests to change guarantors, the President or his designee
(when he deems the application to be complete) may approve a new guarantor of such
Guaranteed Member. Any such approval shall only be effective until the next meeting of the
Membership Committee, at which time the Committee shall either ratify and approve the
application or refer the application to the Board for action with a recommendation either to
approve or disapprove the new guarantor of such_Guaranteed Member. If for any reason the
President or his designee does not approve the new guarantor, the Membership Committee shall
review the request and either approve the application or refer it to the Board for action with a
recommendation either to approve or disapprove the new guarantor. The Exchange shall notify
the existing guarantor, if any, of requests to change guarantor by its gtarenteedGuaranteed
Member at least five (5) Business Days prior to the effective date of such request.

(f) The Exchange shall promptly give notice to the Members of any termination of guarantee.

Rule 2.17. Member Claims Not Recoverable Against Guarantor

A Clearing Member guarantor shall not be obligated to pay any Claim based on any failure
by the guaranteedGuaranteed Member to perform, pay and discharge any of his obligations or
liabilities, unless the Claimant had given the Clearing Member guarantor or the Exchange written
notice of such Claim within four (4) Business Days after such Claim arose, The Exchange shall
notify the Clearing Member guarantor promptly upon receipt of any such notice of Claim. For
purposes of this Rule, a Claim shall be deemed to arise on the first date that the Claimant has the
right to receive payment (without regard to any extensions of time granted by the Claimant) from
the guaranteed(uaranteed Member, whether or not any demand for such payment is made.

FLOOR TRADING PRIVILEGES
Rule 2.18. Qualifications and Requirements for Floor Trading Privileges

(a) To be eligible to receive and hold floor trading privileges a Person must;

(i) Be an individual NYBOT Member, NYBOT Permit Holder or Lessee in good standing,
and guaranteed by a Clearing Member in accordance with Rule 2.16; and

(ii) Comply with the application and approval procedures for the granting of floor trading
privileges; and

(iii) Be sponsored by two (2) NYBOT Members-of the-Exehange who have been granted

floor trading privileges and have been NYBOT Members-efthe-Exehange for at least six (6)
months preceding the date of the applicant's application for floor trading privileges; and


(iv) negotiate and enter into a written settlement agreement with the Member or non-
member market participant, whereby the Member or non-member market participant, with or
without admitting guilt, may agree to:

(1) a cease and desist order or a reprimand;

(2) a fine of up to twenty-five thousand dollars ($25,000) for each Rule violation alleged
plus the monetary value of any benefit received as a result of the alleged violation;

(3) a voluntary suspension of up to one (1) year for each Rule violation alleged;
(4) expulsion;
(5) a prohibition against executing any Customer orders; and/or

(6) as part of a suspension or expulsion, the term or condition that the Member may not
be employed by another Member as a floor employee, or any combination thereof; or

(7) in the case of a non-member market participant, an order denying future access, either
directly or indirectly, to any or all of the Exchange's markets for a specified period of time
and the issuance of a notice directing all Members to deny access to such non-member
market participant to the Exchange's markets for such period of time;

provided, however, in any case in which it is concluded that the Member may have violated a
Rule involving the execution of, or the failure to execute, a Customer Transaction, the
subcommittee of the Business Conduct Committee shall make a specific finding on whether the
Customer may have incurred any financial harm as a result of said violation and may negotiate
and enter into a written settlement agreement whereby the Member, with or without admitting
guilt, agrees to make restitution to the Customer in an amount equal to the financial harm which
may have been incurred by such Customer in addition to any combination of the foregoing
penalties.

Rule 21.08. Selection of Hearing Panel

(a) Formal hearings on any alleged Rule violation shall be conducted by a Hearing Panel
selected by the Chairman of the Business Conduct Committee from the subcommittee of the
Business Conduct Committee which did not receive and review the written report concerning
such alleged violation as provided for in Rule 21.03 (the "Hearing Panel"). Subject to the
provisions of Rule 21.03, paragraphs (b) and (c), the Chairman of the Business Conduct
Committee, in his sole discretion, shall appoint a Hearing Panel comprised of either three (3) or
five (5) members as follows:

(i) a panel of three (3) members shall consist of one (1) who is identified with the Floor
participant interest, one (1) who is identified with the FCM/Trade participant interest and one
(1) who is not a Member; or

(ii) a panel of five (5) members shall consist of two (2) who are identified with the Floor

participant interest, two (2) who are identified with the FCM/Trade participant interest and
one (1) who is not a Member.

(b) The Chairman of the Business Conduct Committee shall notify the Compliance staff and
the Respondent of the names of the members selected to hear the matter at least fifteen (15) days
prior to the hearing date.

(c) No member of the Hearing Panel shall hear a case in which that member has a direct
financial, personal or other interest in the matter under consideration.


ARTICLE XVI
AMENDMENTS

Section 16.1 The Board of Directors and the stockholders may adopt
additional Bylaws, and may amend or repeal any Bylaws, whether or not adopted by
them, at any time; provided, however, that:

Notwithstanding anything herein to the contrary, until July 1, 2013, the
provisions described on Annex F and this Section 16.1 (the “Core Rights”) shall not be
amended or repealed, and no Bylaw that violates the Core Rights shall be adopted (a
“ i -”) unless (i) the Public Directors, by a Required Public Director
Vote, determine that a Core Rights Amendment should be adopted and recommend the
same to the Board of Directors and (ii) the Core Rights Amendment is approved by a vote
of at least two-thirds of the entire Board of Directors, determined as if there were no
vacancies; provided, however, that the size of the entire Board of Directors for purposes
of calculating the two-thirds vote required by (ii) shall exclude the number of Public
Directors, if any, that are barred from voting on such matter due to that fact that such
Public Director or a member of such Public Director’s immediate family, directly or
indirectly, has a financial interest in such matter; provided, further, however, that for this
purpose compensation paid by ICE to such Public Director for serving as a director of
NYBOT shall not be deemed to be a financial interest. For the avoidance of doubt,
notwithstanding any provision of these Bylaws or the Annexes to these Bylaws, any
action permitted to be taken under these Bylaws and taken in accordance with these
Bylaws shall not be deemed to be a Core Right Amendment. The Board of Directors
shall not adopt, alter or amend these Bylaws in a manner that violates this Article XVI.

Section 16.2 The Board of Directors shall not adopt any Rules or make
any amendment to the Rules that would be inconsistent with these Bylaws.

ARTICLE XVII
MISCELLANEOUS

Section 17.1 Unless otherwise provided in the Rules, any alteration of
the Rules relating to Commodity Contracts, may, if the Board of Directors so decides, be
binding on Commodity Contracts entered into before as well as after its adoption,
provided such alteration does not affect the amount of money to be paid, or the quality of
the merchandise to be received, under such Commodity Contracts, in which case such
alteration may only apply with respect to the first delivery or expiration month following
the last delivery or expiration month in which there is an open position at the time such
alteration becomes effective;

Section 17.2 All Rules shall be binding and effective and in force, and
shall govern all cases to which they may be applicable, at such time as the Board of
Directors prescribes or, if the Board of Directors does not so prescribe, on such date as
the President may prescribe following the date on which such Rule may become effective
under the Commodity Exchange Act and the regulations promulgated thereunder; and

NY12528:257556.13


Resolutions by certification pursuant to Commission Regulation § 40.6, CFC
Acquisition Co.,a subsidiary of ICE that will merge with NYBOT and become
the surviving corporation, will adopt the Bylaws and Rules of NYBOT, as
amended by this submission, and seek the transfer to it of all contract market
designations held by NYBOT effective upon closing of the merger transaction.
CFC Acquisition Co. is referred to in this submission as “New NYBOT”.

Il. TEXT OF THE REVISED BY-LAWS AND RULES
A copy of the Revised Bylaws is attached hereto as Exhibit A, a black-
lined copy of the Rule amendments is attached as Exhibit B and a clean copy of

the Rule amendments is attached as Exhibit C, respectively.

Ill. EFFECTIVE DATE AND RULE PROMULGATING AUTHORITY

The Revised By-Laws and Rules submitted herewith were adopted by the
NYBOT Board pursuant to Bylaw Section 601 on November 27, 2006. The
Revised By-Laws and Rules will become effective immediately prior to the
effective time of the merger, which will be determined when all conditions to
closing the transaction have been satisfied.

IV. OPERATION, PURPOSE AND EFFECT OF THE REVISED BY-LAWS
AND RULES

1. Background

On September 13, 2006, the Board of Governors of NYBOT approved, by a
22-1 vote, entering into an Agreement and Plan of Merger (the “Merger
Agreement”) with and among ICE and New NYBOT. In the Merger, NYBOT
members will be entitled to receive either 17,025 shares of ICE common stock or
$1,074,719 in cash, or a combination of cash or stock, for each NYBOT
membership interest. Each equity member will also be entitled to receive from
New NYBOT a trading right for each equity membership held by such member,
which will entitle the holder to trade all products that were listed for trading on
NYBOT at the time the Merger Agreement was entered into (“Existing
Products”). At the effective time of the merger, NYBOT will be merged into New
NYBOT and cease to exist, the contract market designations of NYBOT will be
transferred to New NYBOT, all open interest in contracts listed on NYBOT will
be transferred to New NYBOT by New York Clearing Corporation (“NYCC”)
and NYCC will become the clearing organization for New NYBOT.


Rule 4.24 FCOJ Combination Transactions

(a) Trading Members are permitted to execute the following FCOJ Combination
Transactions:

(i) long FCOJ-A and long Diff Futures; and
(ii) short FCOJ-A and short Diff Futures,

(b) The delivery month must be the same for all Commodity Contracts in the FCOJ
Combination Transaction.

(c) All Commodity Contracts comprising the FCOJ Combination Transaction must be for the
same account.

(d) Prices of FCOJ Combination Transactions shall not establish daily trading ranges for any
Commodity Contract in the Combination Transaction. The Exchange Futures Contract in a FCOJ
Combination Transaction must be priced within its respective daily price limits.

(e) FCOJ Combination Transactions shall not set off any stop orders except for FCOJ
Combination Transaction stop orders.

(f) No Floor Broker, upon receiving separate orders for FCOJ Futures Contracts for the same
or different Customers, may combine and execute such orders as a FCOJ Combination
Transaction but must execute each order separately.

ARBITRATION RULES

Rule 20.00. Quorum and Disqualification

(a) An individual shall be disqualified from taking any action as a member of the Arbitration
Committee or as an arbitrator prescribed in the Arbitration Rules if such individual or an
Affiliated Firm has an interest in the Claim or dispute. Any member of the Arbitration Committee
may disqualify himself for any reason he deems appropriate. Each member of the Arbitration
Committee or arbitrator appointed to hear and determine a Claim or grievance shall conduct
himself in a manner consistent with the ABA/American Arbitration Association's "Code of Ethics
for Arbitrators in Commercial Disputes" and shall disclose to the Chairman of the Arbitration
Committee, who shall thereafter advise the parties to the arbitration, at any stage of the
arbitration, any past or present, direct or indirect financial, business, professional, family or social
relationship which is likely to affect an appearance or which might reasonably create an
appearance of partiality or bias.

(b) If the Chairman of the Arbitration Committee is disqualified or is unavailable, the Vice
Chairman of the Arbitration Committee shall act as Chairman. If both the Chairman and the Vice
Chairman of the Arbitration Committee are disqualified or are unavailable, the Chairman of the
Board of Governors shall appoint another member of the Arbitration Committee to act as
Chairman.

(c) The lesser of a majority or three (3) members of the Arbitration Committee shall
constitute a quorum for the transaction of business. Any action taken by a vote of the majority of
the Arbitration Committee members present at a meeting at which a quorum is present shall be
deemed to be a valid action of the Arbitration Committee.

Rule 20.01. Definitions

Unless otherwise indicated, the following terms shall, for the purposes of these Arbitration
Rules, have the following meanings:


NYBOT
COMMITTEE RULES

Rule 3.02. Appeals Commitee AuditGommittee

+h dit Committee shatt-be-a-Standi i é-shelt hree-{3)-Publi
(ey 3 +
with ie he-Exohange’
iP el et
enn ¥F mii
fthe-independ vi

a spange Com andl shall consist of eight (8) NY BOT
anthem ar Beets Dictate Bata non ol alco oma ate Business

Conduct Committee. The Appeuls Committee shall have authority t decide any appeal of an

order of expulsion issued by a Hearing Panel pursuant to Rule 21.15. Rule 3,03, Board of Citrus
Advisors

(a) The Board of Citrus Advisors (“BOCA”) shall be an Exchange Committee and
shall consist of

who are actively engaged, or employed by a firm

whiehhal is actively engaged, in the fro reentnited orem

he BOCA-shall-b fol th ber-ef-the-Beard-uh:



* . *

Rule 4.23, Combination Transactions

(a) For the purposes of this Rule, the term "Combination Transaction" shall mean two (2) or
more Commodity Contracts traded’ simultaneously and comprised of an Exchange Options
Position and a related Exchange Futures Position

(b) Combination Transactions may be executed only by a Trading Member with floor trading
privileges on the Exchange in an area of the Exchange designated for such purpose.

(c) Combination Transactions may only be executed when both the Exchange Futures
Contract and its related Exchange Options Contract are listed for trading.

(d) All Commodity Contracts comprising the Combination Transaction must be for the same
account.

(e) Prices of Combination Transactions shall not establish daily trading ranges for any
Commodity Contract in the Combination Transaction, The Exchange Futures Contract in a
Combination Transaction must be priced within its respective daily price limits. Notwithstanding
the provisions of this paragraph (e), with respect to Combination Transactions executed for any of
the Financial Products, if a daily range has been established for any of the contracts comprising
the Combination Transaction, at least one (1) contract comprising such Transaction must be
priced within the daily range.

(£) Combination Transactions shall not set off any stop orders except for Combination
Transaction stop orders.

(g) No Floor Broker, upon receiving separate orders for Exchange Futures Contracts and
Exchange Option Contracts for the same or different Customers, may combine and execute such
orders as a Combination Transaction but must execute each order separately.

(h) The futures position must offset the net Options position of the Combination Transaction.

(i) The number of Exchange Futures Contracts should not exceed the number of Exchange
Options Contracts for the Combination Transaction.

y February +6; 2005; effecti 45 THe.

Rule 4.24 FCOJ Combination Transactions
(a) cLtadingMembers are permitted to execute the following FCOJ Combination Transactions:
(i) long FCOJ-A and long Diff Futures; and
(ii) short FCOJ-A and short Diff Futures,

(b) The delivery month must be the same for all Commodity Contracts in the FCOJ
Combination Transaction,

(c) All Commodity Contracts comprising the FCOJ Combination Transaction must be for the
same account.

(d) Prices of FCOJ Combination Transactions shall not establish daily trading ranges for any
Commodity Contract in the Combination Transaction. The Exchange Futures Contract in a FCOJ
Combination Transaction must be priced within its respective daily price limits.

(e) FCOJ Combination Transactions shall not set off any stop orders except for FCOJ
Combination Transaction stop orders.

Deleted: Equity



consent to corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of shares of capital stock of the Corporation (“Shares”), or for
the purpose of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing the record
date is adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

Section 3.9 Action by Written Consent. Unless otherwise provided in
the Certificate of Incorporation or by law, whenever stockholders are required or
permitted to take any action by vote, such action 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 outstanding 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 stockholders who have not consented
in writing and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were delivered
to the Corporation as provided in this Section 3.9.

ARTICLE IV
DIRECTORS

Section 4.1 Number; Election; Qualifications.

(a) Until [¢] (the “Two-Year Anniversary”), the number of directors
constituting the entire Board of Directors shall be nine, consisting of the Chief Executive
Officer of IntercontinentalExchange, Inc. or any successor to, or successor owner of,
IntercontinentalExchange, Inc. (“ICE”), the Chief Financial Officer of ICE, the Chief
Executive Officer or the President of the Corporation, the two NYBOT Designees (as
hereinafter defined) and four representatives who are not Trading Members of the
Exchange and qualify as Public Directors, and acting by a majority vote of the total
number of directors.’ After the Two-Year Anniversary, the number of directors shall be

' The initial composition of the board is being set forth in the Merger Agreement. The initial board

will be comprised of Jeff Sprecher, Richard Spencer, a CEO or President appointed by ICE, two
NYBOT Designees (one of whom shall be the Chairman) and four representatives who are not
Members of the Exchange and who meet the definition of “Public Directors” under present CFTC
proposals. Such NYBOT Designees and representatives will be selected in accordance with the
terms of the Merger Agreement.

NY12528:257556.13


Exchange in writing that all positions held in the account have been, and will be,
exclusively for the NYBOT Member or NYBOT Member Firm; or

(B) if the omnibus account holds positions for more than one (1) NYBOT Member or
NYBOT Member Firm, each such NYBOT Member or NYBOT Member Firm confirms to
the Exchange in writing that positions are being carried for such NYBOT Member or
NYBOT Member Firm with the accountholder, and that all such positions shall be solely
for the account of such NYBOT Member or NYBOT Member Firm.


(bg) The Committee shall have and may exercise only the power or authority of

approving or rejecting any modifications to the contractual terms and_ conditions "Botebeds We sesmanooa soy ddiiooc)
respecting Sugar No. 14° Futures and Options Contracts. Any such modifications” lated to rsecensend say eidtiond,; |

deletions or amendments to the Rules

must be approved by the Committee by a two thirds vote of the members present at_ar ( pelubadi eat chacoa asleioa re

reting at whic! Oo esenl." {amendment to the Rules

| Deleted: prior to consideration by the

(d) Except_as expressly set forth in 1 Seetion 16 of the Bylaws, Annex B to the Bylaws Board. The Board shall not take any

or Annes C to_the Bylaws, the Commitee shall not have the power or sll lo { Setion respecting the Sugar No. 14
~~ - | Furures and Options Contracts without
prior approval of the Committee. The

any proposed changes with respect tu the wuding of Sugar No. 4 Fowuies and Options Committee must approve. )
Contracts by _open-outery versus electronic trading, or with respect to any other { Deleted: those entitled to vote thereon.,
5 ‘ty Contr: - ope . > Exchange © event that the Exchange + any addition, deletion or amendment 19

Commoulity.¢ Contract or on "operations of the Exchange. In the event that the Exchange ny Rule respecting Sugar No, 14 Futures
is trading Sugar No. Futures and Options Contracts both by opsn-oulery_an ‘and Options Contracts. ;

other and fungible
Rule 3.16. Ethanol Committee

(a) The Ethanol Committee shall be an Exchange Committee and shall consist of such
number of individuals who are employed by Firms that are identified with the business of the
ethanol trade as the Board shall determine from time to time. Any such individual may appoint
another individual to act in his place at any meeting of the committee at which the committee
member is not in attendance, provided that such other individual is an employee of the same Firm
as the committee member. . .
{ Deleted: have the power to recommend
(b) The Committee shall advise the Board with respect to matters involving , Ethanol ‘any additions, deletions or amendments
Futures and Options Contracts as and when requested to do so. , plothe Rules respecting
[ Deleted: Any such addition, deletion or |

Rule 3.17. Executive GommitteeReserved | amendment tothe Rules must be
approved by the Commitee proto |
The Executive Committee shall be-a-Standi itee-and_shall-consistof th | consideration by the Board. The Board |
a BE shall not ake any action respecting the
Wiee-Chairman; Treasurer and five-{5} other members of the Board- Ethanol Futures and Options Contracts
without prior approval of the Committee.
+b) The Bue ee-shall-exereise th She Beard ea ‘The Committee must approve by a two-
et i Buen ten sweer thirds vote of those entitled to vote }
j Ps stews pred bye | thereon, any addition, deletion or
majority oLaltthe Voting Governors: tend omy Rie retin
: { Op

Rule 3.21. Financial Products Committee

(a) The Financial Products Committee shall be an Exchange Committee and shall consist of
not less than ten (10) nor more than twenty-one (21) Persons who either primarily trade the
Financial Products or are identified with the currency or banking industries. The Chairman and
Vice Chairman of the Committee must each be either an-Eqtritya NYBOT. Member or the holder
of a FINEX® permit.


Section 8 Transferability of Trading Memberships and Trading
Permits.

(a) The acquisition, lease, transfer, sale or other disposition of
Trading Memberships and Trading Permits shall be effected according to Annex B to the
Bylaws, the Rules, Sections 1 and 2 hereof and this Section 8; provided, however, that (i)
no Person may transfer his Trading Membership or Trading Permit where an arbitration
proceeding is pending against such Person or where the Compliance Department has
commenced an investigation into possible violations of the Rules by such Person, until
such arbitration, investigation and any resulting disciplinary actions have been
completed, (ii) no NYBOT Permit Holder may lease an electronic trading right and (iii)
no Person may exercise, receive or confer any Member Firm rights, privileges or benefits
through the lease of a Trading Membership (including, for the avoidance of doubt, a
NYBOT Membership).

(b) Notwithstanding the provisions of paragraph (a) of this
Section 8, the Chief Executive Officer may permit the transfer of a Trading Membership
or Trading Permit if the transferor deposits with the Corporation an Official Teller’s
Check in an amount equal to the sum of (i) the price of the last sale or the last bid for
such Trading Membership or Trading Permit, whichever is higher, plus (ii) the market
value of the shares of ICE Common Stock required pursuant to Section 1(a)(i) of this
Annex A, in the case of a Trading Membership and the Corporation shall retain such
deposit in its custody until such time as the investigation and any disciplinary actions
have been completed, after which said deposit shall be disposed of as provided in the
Rules.

(c) Each transferee of a Trading Membership or Trading
Permit shall enter into such documentation as the Corporation may require from time to
time, including without limitation a written acknowledgement that such transferee agrees
to be bound by and subject to these Bylaws and the Rules.

(d) To the extent any attempted acquisition, lease, transfer, sale
or other disposition of a Trading Membership or Trading Permit would be in violation of
these Bylaws or the Rules, it shall be null and void ab initio.

Section 9 Clearing.

(a) | The NYBOT Clearing Corporation is hereby designated as
the Clearing Organization authorized to clear Transactions. The Board of Directors may
from time to time designate one (1) or more additional clearing organizations as being
authorized to clear any or all Transactions.

(b) In order to be eligible to be a member of NYBOT Clearing
Corporation (a “Clearing Member’) after the Effective Time, a firm shall hold at least
21,078 shares of ICE Common Stock (as adjusted for reclassifications, stock splits
(including reverse stock splits), stock dividends or distributions, recapitalizations or
similar transaction) and satisfy the requirements for Clearing Members set forth in the
Rules. Any Clearing Member that fails to hold such requisite number of shares of ICE

A+
NY12528:257556.13,


(iv) Attend an ethics course as required by CFTC or National Futures Association
regulations; and

(v) Attend a sexual harassment awareness course sponsored by or acceptable to the
Exchange as may be determined by the President, in his sole discretion, within three (3)
months of admission to Membership; and

(vi) Prior to being granted floor trading privileges, successfully complete the Exchange's
Floor Trading course; provided, however, that the Floor Trading Privileges Committee may,
in its sole discretion, waive any part, or all, of such training course for a particular Member.

(b) The floor trading privileges of any Member who fails to attend the sexual harassment
awareness course as prescribed in subparagraph (a)(v) of this Rule shall be automatically
suspended until compliance with such requirement has been satisfied; provided, however, that the
President in his sole discretion may extend the period of time to satisfy such requirement.

Rule 2.19. Application

(a) A Person applying for floor trading privileges must file with the Exchange an application
for floor trading privileges in the form supplied by the Exchange, accompanied by an
unconditional guarantee by a Clearing Member and a sponsor statement from two (2) NYBOT
Members who have been granted floor trading privileges and have been NYBOT Members for at
least six (6) months preceding the date of the applicant's application for floor trading privileges.

(b) Incomplete applications shall be kept on file for two (2) months; thereafter, such
applications shall be deemed withdrawn and an applicant must submit a new application,

(i) The extent and nature of prior experience on the Trading Floor as either a Floor Broker
ora Clerk.

(ii) The extent and nature of prior experience at other commodities or securities exchanges
as a floor broker or a clerk.

(iii) The extent and nature of business experience in dealing in the physical commodities
traded on the Exchange.

(iv) Compliance with such additional requirements, if any, as the Board may prescribe for
trading Exchange Options.

(b) If in any case the Floor Trading Privileges Committee concludes that, in order for an
applicant to be eligible for floor privileges, such applicant should spend some period of time as an
observer on the Floor of the Exchange, the Floor Trading Privileges Committee may specify such
period and so advise the applicant.

(c) In order for an applicant to gain access to the Trading Floor, the applicant must have one
(1) of his sponsors sign the applicant onto and off the Trading Floor and sign an agreement with
the Exchange in which such sponsor agrees to supervise the applicant and be fully responsible for
any and all actions of the applicant while the applicant is on the Trading Floor.

(d) If in any case the Floor Trading Privileges Committee concludes that, in order for an
applicant to be eligible for floor trading privileges, such applicant should spend some period of
time receiving individual instruction, the applicant's sponsors shall be responsible for providing
such instruction and reporting back to the Committee.

(e) The Floor Trading Privileges Committee will decide whether or not to grant the
application, based upon the information contained in the application and such other matters as the
Committee may consider relevant. The Committee decision shall be the final action of the
Exchange.


Committee’s approval). For the avoidance of doubt, except as expressly set forth in this
Section 4, Annex B to the Bylaws, and Section 16 of the Bylaws, no Trade Committee
shall have the power or authority to prevent the implementation of a decision by the
Board of Directors with respect to, or make or reject, any proposed changes with respect
to the trading of Core Products by open-outcry versus electronic trading, or with respect
to any other Commodity Contract or other operations of the Exchange. In the event that
the Exchange is trading a Core Product both by open-outcry and electronically, the
relevant Trade Committee for such Core Product shall take all action reasonably
necessary to ensure the terms of both the open-outcry and electronically-traded versions
of such Core Product are consistent with each other and fungible.

NY12528:257556.13,


(iv) Fourth, to the person whose NYBQT Membership was sold, or to his legal
representatives or assigns, upon the execution and delivery to the Exchange of a release or
releases in form and substance satisfactory to the Exchange.

(bc) Any Claimant holding an Allowable Claim against a Member whose NYBOT
Membership is sold shall be entitled to participate in the proceeds of sale of such Membership
and comesponding Required Shares.or in the distribution of funds deposited with the Exchange by
the transferor of such Membership pursuant to Rule 2.26(b) provided that:

(i) The Claimant shall have filed a Notice of Claim with the Exchange within ten (10) days
after the Exchange sent notifteatton-toshall have posted notice of the x
receipt of the Notice of Intention to Transfer such Membership on the Exchange's website, or
shall have timely filed with the Exchange the Claim Notice required by Rule 21.34 (if
applicable); and

(ii) The Arbitration Committee shall have determined that such Claim is valid, in whole or
in part, pursuant to this Rule.

(ed) In the event any Claim is disputed, the Arbitration Committee shall proceed as though
the disputing party had demanded arbitration; provided, however, that the disputing party shall
pay the fee prescribed in the Arbitration Rules, The Arbitration Rules of the Exchange shall apply
to such proceedings, except to the extent the Arbitration Committee may decide otherwise.

ny th Prit 5; 2006; ive Apritta; Hr taytite
Rule 2.25. General Transfer Procedure; Beneficial interest

(a) A NYBOT Member may transfer his NYBOT Membership only to another NYBOT
Member or to a Member-Elect_who_will own the Required Shares (or otherwise satisfy the

orfrom another party, Such transfer shall become effective upon execution by the Exchange of a
proper notation of the assignment of his NYBOT Membership on the records of the Exchange.

(6) The Exchange shall be entitled to treat the person in whose name any NYBOL
Membership is registered on the books of the Exchange as the sole owner thereof, for all
purposes, and shall not be bound to recognize any Claim to, or interest in, such Membership,
except as provided in the Rules, on the part of any other Person, whether or not the Exchange
shall have notice thereof.

(c) Notwithstanding the above, a NYBOQT-Membership may be considered an asset of a
Member Firm by the Member Firm provided (i) such Member Firm enters into an A-B-C
Agreement with an individual NYBQT.Member who is an officer, general partner or employee of
such Member Firm or an Affiliated Firm and (ii) such A-B-C Agreement has been approved by
the Exchange prior to becoming effective.

(a) A.NYBOT Membership subject to the provisions of an A-B-C Agreement in accordance
with this Rule may not be transferred unless and until the Member Firm that is party to such

agreement submits written notice to the Exchange acknowledging notification of such transfer,
Rule 2.26, Sole Membership Transfer Procedure

(a) If a NYBQT Member wishes to transfer a NYBOT Membership and such Membership is
the only NYBOT Membership owned by such Member, such Membership shall not be transferred
unless and until:

(i) a "Notice of Intention to Transfer signed by the NYBOT Member or his legal
representative shall be given to the Exchange at least fifteen (15) days prior to the intended
effective date of the proposed transfer. Such notice shall include the date on which the


voluntary termination thereof by the Corporation); or (c) (i) the Public Directors, by a
Required Public Director Vote, recommend to the Board of Directors that such action be
taken and (ii) such action is approved by a vote of at least two-thirds of the entire Board
of Directors, determined as if there were no vacancies; provided, however, that the size of
the entire Board of Directors for purposes of calculating the two-thirds vote required by
(ii) shall exclude the number of Public Directors, if any, that are barred from voting on
such matter due to that fact that such Public Director or a member of such Public
Director’s immediate family, directly or indirectly, has a financial interest in such matter;
provided, further, however, that for this purpose, compensation paid by ICE to such
Public Director for serving as a director of NYBOT shall not be deemed to be a financial
interest. If any of the circumstances described in clause (ii) of the definition of
“Liquidity Event” or clause (b) of this Section 2 shall have occurred, then all trading of
Futures Contracts that are Core Products may be transitioned to fully electronic trading
and all open-outcry trading of such Futures Contracts may be terminated. If any of the
circumstances described in clause (i) of the definition of “Liquidity Event” shall have
occurred, then all trading of Futures Contracts that are Core Products of the type
triggering such clause may be transitioned to fully electronic trading and all open-outcry
trading of such Futures Contracts may be terminated, but open-outcry trading of other
Futures Contracts that are Core Products shall not be terminated on this basis. For so
long as open-outcry trading of Futures Contracts that are Core Products has not been
terminated pursuant to this Section 2, the Corporation shall (a) maintain an appropriate
disaster recovery site, which is at least comparable to the Corporation’s recovery site as
of the Effective Time, to sustain open-outcry trading in the event the Corporation’s
trading floor is not available for such trading and (b) dedicate sufficient financial and
technological resources appropriate to support and maintain trading on an open-outcry
trading floor consistent with prevailing industry practices. Notwithstanding any other
term of the Bylaws or any Annex thereto, the Corporation may terminate open-outcry
trading of any Futures Contracts that are not Core Products by majority vote of the Board
of Directors.

Section 3 Trading of Options on Core Products. The Corporation

may terminate open-outcry trading of Options on Core Products if and when the

Corporation may terminate open-outcry trading of the corresponding Futures Contract on
the Core Product under Section 2 hereof.

Section 4 Discounts.

(a) Discount for Certain Trading. Notwithstanding anything to the
contrary set forth herein, NYBOT Members and NYBOT Member Firms shall be entitled
to a fee reduction of no less than 20% off the lowest fees established by the Corporation
and NYBOT Clearing Corporation, and charged to Persons who are not NYBOT
Members or NYBOT Member Firms (other than with respect to prices charged in
connection with bona fide market making programs). Such fee reduction shall apply with
respect to Transactions constituting proprietary trading conducted by the Person entitled
to the discount, for his, her or its own account, whether executed by open-outcry trading
or electronic trading (but shall not include Transactions for customer or other accounts)
with respect to any Existing Products;

B2
NY12528:257556.13


(©) A Permit Holder shall not represent by word or conduct that he is em-Equitya Trading
Member-oftte- Exchange.
(3) Committee Membership

A Permit Holder may be elected or appointed to any Exchange committee as permitted by the
Rules.

(4) Qualification for Trading Permit and Application Procedure

(a) Every applicant for a Trading Permit hereunder shall satisfy the qualifications specified in
Rule 2.01.

(b) An applicant for a Trading Permit shall follow the application procedures specified in
Membership Rules 2.03 through 2.08,

(5) Number of Authorized NYBOT.Trading Permits

(a) The number of FINEX Trading Permits authorized hereunder is four hundred cighty-three
(483).

(b) The number of Option Trading Permits authorized hereunder is one hundred thirty-nine
(139),

(c) The number of FINEX-Europe permits authorized hereunder is one hundred twenty-five
(128),

(© Transfer of Trading Permit
Trading Permits may be transferred in accordance with the Rules regarding the transfer of

Memberships (without reference. to the Required Shares provisions).
Rule 2.39. Market Specialists

From time to time, the Exchange may adopt one or more Market Specialist Programs
pursuant to which Market Specialists may be appointed and authorized to maintain two-sided
markets for Commodity Contracts designated by the Board. To the extent that the terms of any
such Market Specialist program may be in conflict with any Rules, such terms shall supersede
such Rules; provided, however, that nothing in this Rule shall alter or waive a Member“s
responsibility to comply with provisions of the Act or the rules and regulations of the CFTC.

RESOLUTIONS

No. 1 - Statement of Policy Concerning Conduct

The Board of Govemors has been apprised of a growing incidence of Members acting in a
discourteous manner towards Exchange officials—both staff and Members alike, In some
extreme cases Members have engaged in verbal abuse and overtly threatening behavior towards
Exchange officials.

By the order of the Board of Governors, the MembershirisMembers are hereby advised
that such conduct is unacceptable and will be addressed by appropriate action, including
possible disciplinary action under the Rules. Any Member who is dissatisfied with the
way an employee or committee official is performing his or her function should bring the
matter to the attntion of the employees supervisor or the relevant committee chairman.


(f) The Floor Trading Privileges Committee will report to the Board its decision regarding the
applicant's application.

(g) In the event the Committee grants the application, the six (6) month period following the
effective date of said grant shall be deemed a probationary period. During said probationary
period, the Executive Floor Committee may, extend said probationary period, or revoke or
suspend such applicant's floor trading privileges.

(h) None of the provisions of this Rule 2.21 shall apply to temporary floor traders'
identification badges issued solely to authorize the effectuation of an "AA" or "EFP" Transaction.

(i) A Member who has been granted floor trading privileges and is changing his type of
Membership shall not be required to re-apply for floor trading privileges, but, if the Member's
floor trading privileges are restricted or extended by virtue of the change in type of Membership,
the Exchange will announce to the Trading Floor the change in floor trading privileges.

(j) A Member, who had been granted floor trading privileges prior to transferring his sole
Membership and is readmitted to Membership pursuant to Rule 2.03, shall have such floor trading
privileges reinstated on the effective date of the Member’s readmission.

NYBOT MEMBERSHIP LEASING AND TRANSFERS
Rule 2.23. NYBOT Membership Leasing
(a) ANYBOT Membership may be leased to an individual in accordance with this Rule. A
leased NYBOT Membership may be utilized for the limited purpose of trading in the Commodity
Contracts the NYBOT Membership being leased would permit the Lessor to trade and in such
other Commodity Contracts as may be specified by the Board from time to time. The Rules

governing qualification for and maintenance of the NYBOT Membership shall apply in the case
of any such Lessee.

(b) An application for approval of a lease must be accompanied by a nonrefundable
application fee in the amount specified by the Board.

(c) The following provisions shall apply:
(i) All Rules shall continue to apply to the Lessor of the NYBOT Membership.

(ii) A Lessor shall be ineligible for floor trading privileges, or to confer Member Firm
privileges, based upon the leased NYBOT Membership.

(iii) Leases must be in the standard form provided by the Exchange.

(iv) NYBOT Membership dues shall be paid by the Lessor, and a Lessee shall not be
required to pay dues.

(v) A lease shall not become effective until it has been approved by the Exchange. Upon
the Merger, as such term is defined in the By-laws, all approved leases of extinguished equity
memberships shall be deemed to apply to the NYBOT Memberships issued with respect to
such equity memberships, and the lessor and lessees thereunder shall continue to be bound by
such leases until the leases terminate or are terminated pursuant to the terms thereof.

(vi) The Lessor shall not be permitted to sell or transfer the leased NYBOT Membership
unless otherwise specifically provided in the lease.

(vii) The Lessee shall not be entitled to exercise the rights or receive the benefits described
in Clauses (1) and (2) below on the basis of the leased NYBOT Membership:

(1) confer Member Firm privileges based upon the leased NYBOT Membership; or

(2) solicit, or accept an order from or execute a Transaction for any other Person unless
the Lessee is a partner, shareholder or employee of a Member Firm.


STANDING RESOLUTIONS

R-2 Delegation of Presidential Authority

WHEREAS, the Board of Governors has appointed the President; and
WHEREAS, the President has requested approval of certain delegations of authority ;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the following
delegations of the authority of the President upon the Merger:

|. In the absence or inability of the President to act, the President's authority to approve
substitute guarantees pursuant to Membership Rule 2.16(e), to extend the period of time within
which a member-elect must obtain a Membership pursuant to Membership Rule 2.27(a), and to
approve a security deposit pursuant to Membership Rules 2.23 (h) and 2.26(b) in order to permit
the transfer of a Membership prior to completion of the claims notice period under the Rules, is
hereby delegated to the Senior Vice President/Floor Operations and Member Relations, and in the
absence or inability of said Senior Vice President/ Floor Operations and Member Relations to act,
to the Vice President/ Member Relations.

2. In the absence or inability of the President to act, the President's authority to authorize the
transfer of open contracts pursuant to Floor Trading Rule 4.11 and to review and approve certain
Clerk registration applications pursuant to Floor Trading Rule 4.33, is hereby delegated to the
Senior Vice President/General Counsel, and in the absence or inability of said Senior Vice
President/General Counsel to act, to any other Senior Vice President.

3. In the absence or inability of the President to act, the President's authority to list Option
Striking Prices pursuant to Coffee Option Rule 8.53, Cocoa Option Rule 9.43, Cotton Option
Rule 10.59, Sugar Option Rule 11.24, Ethanol Option Rule 12.24, FCOJ Option Rule 13.32,
USDX Option Rule 15.23, Currency Option Rule 16.23, Reuters CRB Index Option Rule 17.26,
NYSE Composite Index Option Rule 18.26, Russell Complex Option Rule 19.207 and Pulp
Option Rule 23.53 is hereby delegated to the Senior Vice President/General Counsel, and, in the
absence or inability of said Senior Vice President/General Counsel to act, to any Senior Vice
President.

4, In the absence or inability of the President to act, the President’s authority to list additional
Option Months pursuant to USDX Option Rule 15.21, Currency Futures Rule 16.01, Currency
Option Rule 16.21, NYSE Composite Index Option Rule 18.24, Russell Complex Futures Rule
19.01 and Russell Complex Options Rule 19.205 is hereby delegated to the Senior Vice
President/General Counsel, and, in the absence or inability of said Senior Vice President/General
Counsel to act, to any Senior Vice President.

R-6 Eligibility for Member and Member Firm Contract Rates

WHEREAS, pursuant to By-Law Section 301, the Board has established contract fees to be
paid to the Exchange in such amounts as it has deemed necessary;

NOW THEREFORE BE IT RESOLVED, that the following classifications shall apply to
accounts with respect to the fees so established, as modified by the Board from time to time:

(a) In the case of a NYBOT Member Firm, an account shall be eligible to pay fees at the
Member Firm rate if the account is beneficially owned exclusively by such NYBOT Member
Firm. Accounts of Affiliated Firms, shareholders, partners or members of a NYBOT Member
Firm shall be considered non-member accounts and shall not be entitled to Member Firm rates,
except as specified below:

(i) In the case of a group of Affiliated Firms that does not include a Clearing Member, all
Affiliated Firms in such group shall be eligible to pay fees at the Member Firm rate if at least


ANNEX E
AUTHORIZED NYBOT DESIGNEES

Robert Ahrens
Sebastian Angelico
Michael C. Belmont
Patrick C. Bennett
James A. Calcagnini
Maxine C. Champion
Roger Corrado

Paul Dapolito, III
Christopher A. Dunn
Charles H. Falk

11. Randal G. Freeman

12, Martin Greenberg

13. W.C. Hay

14. Herman S. Kohlmeyer, Jr.
15. Hugh R. Lamle

16. Paul Liubicich

17. Terrence F. Martell

18. John Marchisotto

19. Alfred J. Mascia

20. Gerald McTague

21. Joseph T. Nicosia

22. Michael J. Nugent

23. John C. Santos, Jr.

24. Frederick W. Schoenhut
25. William J. Shaughnessy

eer awawne

2°

E-1
NY12528:257556.13


NYBOT
STANDING RESOLUTIONS

R2 Delegation of Presidential Authority

WHEREAS, the President has requested approval of certain delegations of authority 5

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves the following
delegations of the authority of the President upon the Merger;

1, In the absence or inability of the President to act, the President's authority to approve
substitute guarantees pursuant to Membership Rule 2.16(e), to extend the period of time within
which a member-elect must obtain a Membership pursuant to Membership Rule 2.27(a), and to
approve a security deposit pursuant to Membership Rules 2.23 (h) and 2.26(b) in order to permit
the transfer of a Membership prior to completion of the claims notice period under the Rules, is
hereby delegated to the Senior Vice President/Floor Operations and Member Relations, and in the
absence or inability of said Senior Vice President/ Floor Operations and Member Relations to act,
to the Vice President/ Member Relations.

2. In the absence or inability of the President to act, the President's authority to authorize the
transfer of open contracts pursuant to Floor Trading Rule 4.11 and to review and approve certain
Clerk registration applications pursuant to Floor Trading Rule 4.33, is hereby delegated to the
Senior Vice President/General Counsel, and in the absence ‘or inability of said Senior Vice
PresidentGeneral Counsel to act, to any other Senior Vice President.

3. In the absence or inability of the President to act, the President's authority to list Option
Striking Prices pursuant to Coffee Option Rule 8.53, Cocoa Option Rule 9.43, Cotton Option
Rule 10.59, Sugar Option Rule 11.24, Ethanol Option Rule 12.24, FCOJ Option Rule 13.32,
USDX Option Rule 15.23, Currency Option Rule 16.23, Reuters CRB Index Option Rule 17.26,
NYSE Composite Index Option Rule 18.26, Russell Complex Option Rule 19.207 and Pulp
Option Rule 23.53 is hereby delegated to the Senior Vice President/General Counsel, and, in the
absence or inability of said Senior Vice PresidenvGeneral Counse! to act, to any Senior Vice
President,

4, In the absence or inability of the President to act, the President's authority to list additional
Option Months pursuant to USDX Option Rule 15.21, Currency Futures Rule 16.01, Currency
Option Rule 16.21, NYSE Composite Index Option Rule 18.24, Russell Complex Futures Rule
19.01 and Russell Complex Options Rule 19.205 is hereby delegated to the Senior Vice
Presiden/General Counsel, and, in the absence or inability of said Senior Vice President/General
Counsel to act, to any Senior Vice President.

WHEREAS, pursuant to By-Law Section 301, the Board has established contract fees to be
paid to the Exchange in such amounts as it has deemed necessary;

NOW THEREFORE BE IT RESOLVED, that the following classifications shall apply to
accounts with respect to the fees so established, as modified by the Board from time to time:

Deleted: as permitted under By-Law

Section 405

a _. 2 -+ 7 | Deleted: pursuant 10 By-Law 405,
. . effective April 14, 2004



annual expiration; and to eliminate the leasing of NYBOT Trading Permits.
Finally, the Membership Rules on sales and transfers were amended to codify the
security interested granted in the Required Shares and to require that the
transferee of a NYBOT Membership own the Required Shares.

C. Committee Rules. Chapter Three has been revised to eliminate those
committees that will no longer be required, in light of the new ownership and
governance structure of the Exchange. Specifically, the Compensation, Executive,
Finance, Member Relations, New Products and Emerging Issues Committees
have been terminated as Exchange committees. An Appeals Committee has been
added to exercise the powers currently held by the Board to hear any appeal by a
member who has been ordered expelled by a disciplinary panel. The rules for
each agricultural Trade Committee have been revised to conform to the
composition requirements specified in the Revised Bylaws, and the authority of
the other product committees has been recast to provide for them to advise the
Board as and when requested to do so.

D. Eloor Trading Rules, Rules 4.23 and 4.24 have been revised to substitute
the phrase Trading Members for the term Equity Members.

E. Arbitration Rules. Chapter 20 has been revised to provide that the
Required Shares of a NYBOT Member are available to pay any unsatisfied award
rendered in an arbitration proceeding.

F, Disciplinary Rules. Chapter 21 has been revised to replace the term
“membership interest” with the term “participant interest’, which is used to
specify the different interests to be reflected on the Exchange’s disciplinary
committees. In addition, whereas an appeal from a disciplinary decision that
imposed expulsion as the sanction could be reviewed by the Exchange board, the
amendments provide for such review to be held by a panel of the new Appeals
Committee, which will have representation from a variety of participant
interests,

G. Standing Resolutions, Standing Resolution R-2 eliminates a non-

existent cross reference and R-6 has been revised to conform terminology to the
new definitions.

13


Until the two-year anniversary of completion of the merger, each Trade
Committee will consist of (i) nine members selected by ICE, who are actively
engaged, or employed by a firm that is actively engaged, in the core product
industry for the relevant committee; (ii) three floor brokers involved in trading
the relevant core product ; (iii) two members who are affiliated persons of
futures commission merchants; and (iv) one member representing an asset
management firm advising investment funds or separate accounts that trade in
the relevant core product or a proprietary trading desk of an investment bank.
All Trade committees must be composed of at least two-thirds of former NYBOT
members or individuals associated with former NYBOT member firms.
However, the orange juice committee must be composed of at least half former
NYBOT of members or individuals associated with former NYBOT member
firms. These composition requirements are intended to ensure that the Trade
Committees reflect representation from a variety of market users and have the
level of expertise needed to opine on a matter as significant as contract terms.

Tradine Memberships and Tradine Permi

New NYBOT will issue to each former equity member of NYBOT a
“Trading Membership” referred to as a”“NYBOT Membership” upon receipt of
completed application documentation binding the member to New NYBOT. The
NYBOT Membership will authorize the holder to execute trades on New NYBOT
in all Existing Products to the extent that such products continue to be listed and
traded on New NYBOT. The holder of a NYBOT Membership must own at all
times, and grant New NYBOT a security interest in, 3,162 shares of ICE common
stock (the “Required Shares”), as provided in the bylaws and Chapter 2 of the
amended Rules, for each NYBOT Membership. Failure to hold and pledge the
Required Shares will result in the revocation and cancellation of the
corresponding NYBOT Membership. New NYBOT may issue other Trading
Memberships in such numbers and for such consideration as the board of
directors may from time to time determine. However, any such other Trading
Membership may not include the right to execute transactions on the trading
floor.

New NYBOT will also issue to each NYBOT permit holder who executes
the necessary application documentation, a NYBOT Trading Permit entitling the
holder to execute transactions in the same products that the corresponding
NYBOT permit had authorized to the holder. New NYBOT may also issue other
Trading Permits in such numbers and for such consideration as the board of


Lessee

The term “Lessee” shall mean an individual who leases a NY BOT Membership
from the owner thereof pursuant to the Bylaws and the Rules.

Lessor

The term “Lessor” shall mean an individual who leases a NYBOT Membership of
which he is the owner to another individual who thereby becomes the Lessee of such
NYBOT Membership pursuant to the Bylaws and the Rules.

Member Firm

The term “Member Firm” means any partnership, corporation, limited liability
company, sole proprietorship or other entity to which Exchange privileges have been
conferred by a Trading Member who is an Affiliated Person of such firm in accordance
with the Rules.

Merger

The term “Merger” shall mean the business combination transaction in which
Board of Trade of the City of New York, Inc. shall merge with and into the Corporation.

Mini or Maxi Contract

The term “Mini or Maxi Contract” shall mean with respect to a Futures Contract
any other contract having the same terms as such Futures Contract except that it has a
standard size that is (i) in the case of a Mini Contract, one-half or less of the standard size
of such Futures Contract as of September 14, 2006, provided that if the standard size of
such Futures Contract is increased after September 14, 2006, the size of such Mini
Contract shall be one-half or less of the standard size of such larger Futures Contract; and
(ii) in the case of a Maxi Contract, two times or more (or, in the case of Sugar No. 11 and
Sugar No. 14, three times or more) of the standard size of such Futures Contract as of
September 14, 2006; provided that if the standard size of such Futures Contract is
reduced after September 14, 2006, the size of such Maxi Contract shall be two times or
more (or, in the case of Sugar No. 11 and Sugar No. 14, three times or more) of the
standard size of such smaller Futures Contract.

NYBOT Clearing Corporation

The term “NYBOT Clearing Corporation” shall mean New York Clearing
Corporation, a business corporation organized under the laws of New York.

NYBOT Member

The term “NYBOT Member” shall mean an individual who has been granted one
or more NYBOT Memberships pursuant to Section 1(a)(i) of Annex A to the Bylaws.

NY12528:257556.13


(f) The Committee shall have supervision of the inspection, sampling and preparation
of samples of cotton of which classification is requested in accordance with the
Regulations of the Secretary of Agriculture pursuant to the United States Cotton Futures
Act, and also shall have control over all certificated cotton.

(g) The Committee shall adopt such rules and regulations for the guidance of cotton
warehousemen, inspectors, weighers and samplers as it may deem necessary, subject to
the approval of the Board. The Committee shall investigate written complaints of
misconduct upon the part of any of the above named persons, and shall make such
recommendations to the Board as it may see fit. The Committee may suspend the license
of any inspectors, weighers or samplers, pending final action by the Board.

(h) The Committee shall consider and decide all questions that may arise in connection with
the delivery of Cotton on an Exchange Futures Contract including, but not limited to, any
question affecting the handling or delivery of such Cotton. Any decision rendered or
interpretation or construction made shall be subject to appeal to the Board.

Rule 3.15. Domestic Sugar Committee



Rule 21.00. Definitions

For the purposes of this Chapter, the following terms shall have the following meanings:
(a) Emergency Event

The term "Emergency E vent” shall mean, with respect to any Member:

(i) the filing of a petition, answer or other document, or the taking of any other action, by a
Member with respect to itself, or against such Member, seeking a liquidation, arrangement,
reorganization or other or similar relief under the provisions of the Federal Bankruptcy Act or
of any other state or federal law for the relief of insolvent debtors;

(

(iii) the insolvency (as defined under any applicable state or federal law) of such Member;

the dissolution of such Member;

(iv) the failure of such Member to meet the applicable financial requirements of the
Exchange, the Clearing Organization or any governmental agency or self-regulatory body;

(¥) the failure of such Member to meet when due any Margin call issued by any Clearing
Organization or other Person, the default by such Member under any Commodity Contracts
on this or any other exchange, or the failure or inability for financial reasons of such Member
to comply with any of his contracts; or

(vi) the imposition of any injunction or other restraint by any government agency, court or
arbitrator which may affect the ability of such Member to perform its contracts or otherwise
to engage in business.

(b) Financial Emergency

The term "Financial Emergency” shall mean, with respect to any Member, any situation in
which the financial or operational condition of such Member, or the business conduct of such
Member, is such that it would not be in the best interests of the marketplace for such Member to
continue in business on the Exchange.

(c) Marketplace

The term "marketplace” shall mean the Exchange, its Members, or any market on which
commodities underlying Commodity Contracts are traded.

(d) Participant Interest

The term "participant interest" shall mean a Person conducting business on or at the
Exchange as a:

(i) floor broker;

(ii) floor trader;

(iii) FCM;

(iv) producer, consumer, processor, distributor, and merchandiser of commodities traded on
the Exchange and

(v) such other market users or participants as there may be from time to time;

provided, however, that each Exchange Futures or Options Contract in which the foregoing
Persons primarily trade or otherwise participate shall be considered a separate membership
interest,

(e) Respondent

U

Deleted: Mombership


GAJNEW YORK

BOARD OF TRADE*

06-32
November 27, 2006

Ms. Eileen A. Donovan

Acting Secretary

Office of the Secretariat

Commodity Futures Trading Commission
Three Lafayette Center

1155 21s Street, NW

Washington, DC 20581

RE: Request for Commission Approval of
Amendments to NYBOT By-Laws and Chapter 2 of
NYBOT’s Rules Pursuant to Section 5c(c)(2) of the Act
and Regulation § 40.5 and Certification of Proposed

Rule Amendments Pursuant to Regulation §40.6

Dear Ms. Donovan:
I. SUBMISSION

On September 13, 2006, the Board of Governors of NYBOT approved a
Merger Agreement with the IntercontinentalExchange, Inc. (“ICE”) under which
NYBOT will become a wholly-owned subsidiary of ICE. Details about the
merger are contained in Section IV of this submission. In furtherance of the
merger, NYBOT hereby submits proposed By-Laws and amendments to its Rules
(the “Revised By-Laws and Rules”) that will become effective immediately prior
to the merger. NYBOT (1) requests approval pursuant to Section 5¢(c)(2) of the
Commodity Exchange Act, as amended (the “Act”) and Commission Regulation
§40.5 of the Revised By-Laws and the amendments to Chapter 2 of the Rules, and
(2) submits the amendments to Chapters 3, 4, 20, 21, 22, Definitions and Standing


conditions set forth in subparagraphs (a)(ii){v) need not be complied with, if the transferor
deposits with the Exchange an Official Teller~s check or similar instrument issued by a bank or
such other financial institution as is acceptable to the Exchange payable to the order of the
Exchange in an amount equal to the sum of (i) the price of the last sale of a Membership of the
same type as the Membership sought to be transferred or the last bid for such a Membership,
whichever is higher, plus (ii) the market value of the Required Shares corresponding to the
Membership to be transferred. Upon receipt by the Exchange of such deposit the Membership
may be transferred. The Exchange shall retain such deposit in its custody either for fifteen (15)
days, or until such time as the provisions of paragraph (a) have been satisfied, whichever is
longer. Such deposit shall be paid and applied in accordance with the provisions of Rule 2.24.

DUTIES OF MEMBERS

Rule 2.27. Duties of Member-Elect

(a) A Member-Elect shall within thirty (30) days after his election or such longer period of
time as the President shall determine:

(i) sign an agreement in the form supplied by the Exchange to abide by the Rules and all
amendments that may be made thereto; and

(ii) pay the Exchange such initiation fee as the Board may determine from time to time; and

(iii) secure a transfer or lease of a NYBOT Membership or Trading Permit to himself from
another NYBOT Member or NYBOT Permit Holder; and

(iv) in the case of a NYBOT Membership, acquire the Required Shares as set forth in
Section 1(a)(i) of Annex A to the By-laws.

(b) Failure by a Member-Elect to secure to himself the Required Shares and a NYBOT
Membership, a NYBOT Trading Permit, or a lease of a NYBOT Membership, as applicable,
within the period of time specified in or under paragraph (a) shall void the Member's election.

(c) Upon compliance with the provisions of paragraph (a) of this Rule within the period of
time specified therefor, the Member-Elect shall automatically and without any further act become
a Member in the category in which he was elected.

Rule 2.31. Duties of Guaranteed Member

Each Guaranteed Member shall notify his guarantor in writing of every commodity account
which he maintains and the name of the Futures Commission Merchant maintaining that account,
whether such account is maintained with a Member or non-member.

Rule 2.32. Duties of all Members to Clearing Member Guarantors

(a) No Member that is an FCM shall open or accept Trades for an account for any Guaranteed
Member without first obtaining the written authorization from the guarantor authorizing such
Firm to open and accept Trades for such Guaranteed Member. Any Trades accepted for a
Guaranteed Member without such authorization as specified hereunder shall release such
Guaranteed Member's guarantor from any responsibility or liability for such accepted Trades.

(b) To facilitate compliance with this Rule, the Exchange shall publish from time to time a
list of all Guaranteed Members.

Rule 2.38. NYBOT Trading Permits
(1) Authorization
(a) The Board of Governors may issue the following NYBOT Trading Permits:


as a “Required Vote of Public Directors”. Specifically, the bylaws define this term
as the affirmative vote of at least the number of public directors that is one less
than the total number of public directors on the New NYBOT board of directors
(determined as if there were no vacancies) eligible to vote on a matter but, in all
cases, at least one public director.

Until the second anniversary of the completion of the merger, the
stockholder(s) of New NYBOT will be subject to certain limitations on the ability
to remove the directors who are NYBOT designees during their respective terms
and to fill any vacancy in a directorship previously held by a NYBOT designee.
Specifically, any vacancy in such a directorship will be filled by a person
nominated by the remaining NYBOT designee, and in the event there is no
remaining NYBOT designee, the directors in office must fill such vacancy with
an individual who is a member of the current NYBOT board of directors. Prior
to the second anniversary, the stockholder(s) of New NYBOT may not remove
any NYBOT designee from the board of directors without cause.

Until the fourth anniversary of the completion of the merger, the
stockholder(s) of New NYBOT will also be subject to certain limitations on the
ability to remove public directors during their respective terms and to fill any
vacancy in a directorship previously held by a public director. Specifically, any
vacancy in such a directorship will be filled by a person who qualifies as a public
director and who is appointed by the remaining public directors and approved
by ICE (such approval not to be unreasonably withheld). Prior to the fourth
anniversary, the stockholder(s) of New NYBOT may not remove any public
director from the surviving corporation’s board of directors without cause.

The officers of NYBOT, other than the chief executive officer, will be the
officers of New NYBOT following the merger.

Trade Committees

New NYBOT will be required to maintain a Trade Committee for each of
its “core products”, which are defined for this purpose as Sugar No. 11, Sugar
No. 14, Coffee “C”, Cotton No.2, Cocoa, Frozen Concentrate Orange Juice and
Not-From-Concentrate Orange Juice. None of the terms or conditions of a
commodity contract involving a core product may be altered without the
approval of two thirds of the members of the applicable Trade Committee. This

essentially preserves the requirements in NYBOT’s rules that changes to the
terms and conditions of a contract not be made without the concurrence of the
trade committee for the underlying product.


(i) FINEX® Trading Permits, which authorize the Permit Holder to trade Financial
Contracts and Index Contracts;

(ii) Option Trading Permits, which authorize the Permit Holder to trade all Exchange
Options; and

(iii) FINEX-Europe Trading Permits, which authorize the Permit Holder to trade only those
Commodity Contracts that are listed by the Exchange for trading in Dublin, Ireland.

(2) Trading Limitations

(a) A Trading Permit issued hereunder authorizes the Permit Holder to execute on the Floor
of the Exchange only those Commodity Contracts which are authorized by the particular type of
Permit held, for the account of the Permit Holder and for the account of other Persons.

(b) A Permit Holder shall not execute or attempt to execute, or participate in any manner in
any activity on the Floor of the Exchange involving Commodity Contracts other than those
Commodity Contracts that are authorized by the Trading Permit held by him.

(c) A Permit Holder shall not represent by word or conduct that he is a Trading Member.
(3) Committee Membership

A Permit Holder may be elected or appointed to any Exchange committee as permitted by the
Rules.

(4) Qualification for Trading Permit and Application Procedure

(a) Every applicant for a Trading Permit hereunder shall satisfy the qualifications specified in
Rule 2.01.

(b) An applicant for a Trading Permit shall follow the application procedures specified in
Membership Rules 2.03 through 2.08.

(5) Number of Authorized NYBOT Trading Permits

(a) The number of FINEX Trading Permits authorized hereunder is four hundred eighty-three
(483).

(b) The number of Option Trading Permits authorized hereunder is one hundred thirty-nine
(139).

(c) The number of FINEX-Europe permits authorized hereunder is one hundred twenty-five
(125).

(6) Transfer of Trading Permit

Trading Permits may be transferred in accordance with the Rules regarding the transfer of
Memberships (without reference to the Required Shares provisions).

Rule 2.39. Market Specialists

From time to time, the Exchange may adopt one or more Market Specialist Programs
pursuant to which Market Specialists may be appointed and authorized to maintain two-sided
markets for Commodity Contracts designated by the Board. To the extent that the terms of any
such Market Specialist program may be in conflict with any Rules, such terms shall supersede
such Rules; provided, however, that nothing in this Rule shall alter or waive a Member's
responsibility to comply with provisions of the Act or the rules and regulations of the CFTC.

RESOLUTIONS


or Maxi Contracts are to be fungible and treated equivalently with Core Products.
NYBOT shall make all rule changes necessary to permit such new contracts to be traded
and cleared, and shall cause NYBOT Clearing Company to clear such derivative
contracts in accordance with customary risk practices.

(e) Subject to the other provisions of the Bylaws, the Exchange
will trade any new contract proposed by ICE that is not a derivative contract for a Core
Product, unless the trading or clearance of such new contract would violate applicable
laws or regulations or the Board of Directors determines that trading or clearing such new
contract would materially and adversely affect the long-term business of the Corporation,
without regard to how it may affect any other contract. NYBOT shall make all rule
changes necessary to permit such new contracts to be traded and cleared, and shall cause
NYBOT Clearing Company to clear such new contracts in accordance with customary
risk practices.

(f) Upon the request of ICE, the Exchange will trade all
contracts traded by ICE or ICE Futures as of September 14, 2006 and all contracts for
energy products traded by ICE or ICE Futures thereafter, unless the trading or clearance
of such contracts would violate applicable laws or regulations, or violate any contract that
the Exchange was a party to as of September 14, 2006, and which the Exchange remains
subject to at the time such products are to be traded. NYBOT shall make all rule changes
necessary to permit such contracts to be traded and cleared, and shall cause NYBOT
Clearing Corporation to clear such new contracts in accordance with customary risk
practices.

Section 5 Failure to Pay Fees and Other Amounts.

(a) If any Trading Member, Permit Holder, Member Firm or
Lessee shall fail to pay any fees, charges or other amounts owing, directly or indirectly,
to the Corporation, including, but not limited to, floor fines, booth fees and
telecommunication and work station fees, when and as provided in the Rules or in any
agreement to which such Person is a party, and such failure shall not be corrected within
thirty (30) days following written notice by the Corporation that such fees or other
amounts are in arrears, such Person shall be suspended automatically, and shall remain
suspended until such arrearage, together with any other amounts which accrued and
remain unpaid since the date of the suspension, is paid, and such Person is reinstated as
provided in this Section. Any such Person that makes full payment in good funds within
thirty (30) days of the suspension shall be automatically reinstated effective the day
following receipt by the Corporation. Any such suspended Person that makes full
payment in good funds after thirty (30) days from the date of the suspension but prior to
ninety (90) days thereafter may be reinstated as provided in the Rules.

(b) If a Person suspended pursuant to paragraph (a) of this
Section 5 shall fail to pay the arrearage upon which such suspension was based within
ninety (90) days following the effective date of any such suspension:

(i) such Person shall automatically have all Exchange rights and
privileges terminated; and

A4
NY12528:257556.13


(iii) The WYBOT_ Members and/or NYBOT Member Firms carried in the omnibus account
and the Clearing Member carrying such account provide to the Exchange, upon request, such
documentation as the Exchange may require to substantiate the ownership and trading
activity in the account, and either

(A) if the omnibus account holds positions only for one (1) NYBOT- Member or NYBOT
Member Firm, such NYBOT Member or_NYBOT Member Firm represents to the
Exchange in writing that all positions held in the account have been, and will be,
exclusively for the NYBOT Member or NYBOT Member Firm; or

(B) if the omnibus account holds positions for more than one (1) NYBOT Member or
NYBOT Member Firm, each such NYBOT Member or NYBOT Member Firm confirms to
the Exchange in writing that positions are being carried for such NYBOT.Member or
NYBOT Member Firm with the accountholder, and that all such positions shall be solely
for the account of such NYROT Member or NYBOT Member Firm,

P jr 2005;-¢f 7 2006-


(2) a fine of up to twenty-five thousand dollars ($25,000) for each Rule violation alleged
plus the monetary value of any benefit received as a result of the alleged violation;

(3) a voluntary suspension of up to one (1) year for each Rule violation alleged;
(4) expulsion;
(5) a prohibition against executing any Customer orders; and/or

(6) as part of a suspension or expulsion, the term or condition that the Member may not
be employed by another Member as a floor employee, or any combination thereof; or

(7) in the case of a non-member market participant, an order denying future access, either
directly or indirectly, to any or all of the Exchange's markets for a specified period of time
and the issuance of a notice directing all Members to deny access to such non-member
market participant to the Exchange's markets for such period of time;

provided, however, in any case in which it is concluded that the Member may have violated a
Rule involving the execution of, or the failure to execute, a Customer Transaction, the
subcommittee of the Business Conduct Committee shall make a specific finding on whether the
Customer may have incurred any financial harm as a result of said violation and may negotiate
and enter into a written settlement agreement whereby the Member, with or without admitting
guilt, agrees to make restitution to the Customer in an amount equal to the financial harm which
may have been incurred by such Customer in addition to any combination of the foregoing
penalties,

Aan y-theB 92004; effective dune-14,2004-44-4ay(iv}{5}}.

am v 13 2005; Pt 18 th} tehs tran (ey).
Rule 21.08. Selection of Hearing Panel

(a) Formal hearings on any alleged Rule violation shall be conducted by a Hearing Panel
selected by the Chairman of the Business Conduct Committee from the subcommittee of the
Business Conduct Committee which did not receive and review the written report concerning
such alleged violation as provided for in Rule 21.03 (the "Hearing Panel"), Subject to the
provisions of Rule 21.03, paragraphs (b) and (c), the Chairman of the Business Conduct
Committee, in his sole discretion, shall appoint a Hearing Panel comprised of either three (3) or
five (5) members as follows:

(i) a panel of three (3) members shall consist of one (1) who is identified with the Floor
pullicipant interest, one (1) who is identified with the FCM/Trade participant interest and one
(1) who is not a Member; or

(ii) a panel of five (5) members shall consist of two (2) who are identified with the Floor
puttivipamt interest, two (2) who are identified with the FCM/Trade participant interest and
one (1) who is not a Member. .

(b) The Chairman of the Business Conduct Committee shall notify the Compliance staff and
the Respondent of the names of the members selected to hear the matter at least fifteen (15) days
prior to the hearing date,

(c) No member of the Hearing Panel shall hear a case in which that member has a direct
financial, personal or other interest in the matter under consideration,

Rule 21.15. Expulsion of a Member; Permissible Appeal

Deleted: membership
(Beteted: membership

(Deleted: membership
(Deleted: membership


given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor
more than sixty (60) days before the date of the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholder’s address as it appears on the records of the
Corporation.

Section 3.2 Special Meetings.

(a) Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of incorporation of the
Corporation (the “Certificate of Incorporation”), may be called at any time by the Board
of Directors, the Chairman of the Board, if any, or the Chief Executive Officer, or by the
Secretary upon the written request of holders of common stock representing in the
aggregate at least 50% of the shares of common stock outstanding at such time. Such
request shall state the purpose or purposes of the proposed meeting. At any special
meeting, only such business may be transacted which is related to the purpose or
purposes set forth in the notice of such special meeting given pursuant to Section 3.2(b)
of these Bylaws.

(b) Notice of a special meeting stating the place, if any, date and hour
of the meeting and the purpose or purposes for which the meeting is called, and the
means of remote communications, if any, by which stockholders may be deemed to be
present in person and vote at such meeting, shall be given not fewer than ten (10) nor
more than sixty (60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder at such
stockholder’s address as it appears on the records of the Corporation.

Section 3.3 Stockholder List. At the written request of any
stockholder, the Secretary shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the meeting is to be
held. 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 stockholder who is present.

Section 3.4 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate of Incorporation or these
Bylaws. When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders. The stockholders present in person or by
proxy and entitled to vote may, by a majority of the votes cast, adjourn the meeting
despite the absence of a quorum.

NY12528:257556.13


REQUIREMENTS
Rule 2.01. Qualifications

To be eligible to become and remain an-Equitya NYBOT Member, NYBOT Permit Holder or
Lessee, a person must be a natural person at least twenty-one (21) years of age, of good character,
reputation and business integrity with adequate financial resources and credit to assume the
responsibilities and privileges of Membership.

Rule 2.02. Reserved
APPLICATION PROCEDURES

Rule 2.03. Application

(a) A-PersenAs_individual applying
must file with the Exchange an application for Membership in the form
supplied by the Exchange, a non-refundable application fee in the amount specified by the Board,
a confidential statement or report from two (2) different business references acceptable to the
Membership Committee and such other documents as the Exchange may deem necessary or
appropriate, incl ry

(b) Unless the Chairman of the Membership Committee decides otherwise, in his sole
discretion, e-Personan individual who had been a Member in good standing and who, following

files an application for readmission to Membership, in the form
prescribed by the Exchange, a non-tefundable application fee in the amount specified by the
Board and such other documents as the Exchange deems necessary or appropriate, shall be
readmitted to Membership if such application, fee and other documents are filed within forty-five
(45) calendar days following the date of transfer of the applicantTMs sole Membership.

(c) Incomplete applications shall be kept on file for two (2) months; thereafter, the application
shall be deemed withdrawn and an applicant must submit a new application for Membership.

Rule 2.04, Notice of Application

The name of each applicant shall be posted on the Member Page of the Exchanges
Websitewebsite or otherwise sent to all NYBOT Members at least ten (10) days prior to the
Membership Committee meeting at which such application is to be reviewed.

Rule 2.07. Election to Membership by the Board; Reinstatement; Rejection

(a) The Membership Committee shall, when it deems the application to be complete, either
approve the application or refer the application to the Board for action with a recommendation
either to approve or disapprove the same, provided that the Committee shall refer the application
to the Board whenever (i) an application contains, or the Committee leams of, information of the
type specified in the Rules as constituting a condition for denial, (ii) an application is filed by a
suspended Member seeking reinstatement, (iii) an application is filed by an expelled Member or
(iv) a member of the Committee requests that such application be referred to the Board, provided
that such request is made prior to the time at which the vote is taken.

(b) The Board shall consider each application referred to it by the Membership Committee
and shall vote for or against election of the applicant to Membership. An applicant receiving
affirmative votes of a majority of those Board members present at a duly convened meeting shall


NYBOT Trading Permit

The term "NYBOT Trading Permit" shall mean the right to execute trades in specific
Commodity Contracts granted pursuant to Section 1(b)(i) of Annex A to the By-laws, specifically
including the Trading Permits described in Section 2.35 of the Rules.

* * *

Permit Holder

The term "Permit Holder" shall mean any holder of a Trading Permit.

* * *

Public Director

The term "Public Director" shall mean any person who (i) qualifies as a "public" director
within the meaning of the rules proposed by the CFTC as of September 14, 2006 for determining
qualifications of public directors or, if the CFTC adopts any such rules, within the meaning of
such rules in effect from time to time and (ii) the independence requirements of the New York
Stock Exchange for directors serving on the boards of listed companies, as amended from time to
time.

Required Shares

The term "Required Shares" shall mean the shares of ICE common stock that each NYBOT
Member is required to own to maintain a NYBOT Membership pursuant to Section I(a)(i) of
Annex A to the By-laws.

Trade Committee

The term "Trade Committee" shall mean a committee that is organized in accordance with
Section 1(b) of Annex C to the By-laws.

* * *

Trading Floor

The term “Trading Floor” or “Floor of the Exchange” shall mean the Trading Floor and
surrounding booths and facilities which are governed by the Exchange+n-New-York-and Dublin,
wherever situated.

Trading Member
The term "Trading Member" means a holder of a Trading Membership.
Trading Membership

The term "Trading Membership" means the right, as expressly provided for in Section 1(a) of
Annex A to the By-laws, to buy and sell all or any one or more of the categories of Commodity
Contracts authorized for trading on the Exchange (as may be determined by the Board of
Directors of the Corporation in the case of Trading Memberships authorized pursuant to Section
1(a)(ii) of Annex A to these Bylaws), together with and subject in all respects to such other rights
and obligations as are expressly provided in the By-laws and the Rules, and shall include a
NYBOT Membership.


| period on tt

(b)
The Committee shall advise the Board with respect to matiers involving , Financial Products
Futures and Options Contracts as aud when requested tu do so. ,

Rule 3.24. Index Products Committee

(a) The Index Products Committee shall consist of not less than ten (10) nor more than
twenty (20) Persons who hold a FINEX permit and primarily trade Index Contracts.

(b) The Committee shall advise the Board with respect to matters involving, Index Products
as.and when requested to do so. ,
Rule 3.25. LRPAC Claims Committee

(a) The LRPAC Claims Committee shall be an Exchange Committee consisting of
seven (7) members selected as provided in paragraph (c).

(b) The LRPAC Claims Committee shall decide any claims conceming the eligibility
or qualification for appointment to the Long Range Planning Advisory Committee
("LRPAC") upon the request of a Member, which decision shall be final.

(c) The LRPAC Claims Committee shall be selected from members-ofthe-Board-and
fror-ongstanding EqitityNYBOT Members.

Rule 3.28. Membership Committee

The Membership Committee shall be an Exchange Committee and shall consist of such
number of Persons as the Board shall determine from time to time and be representative of all
markets. The Committee shall have jurisdiction over applications to become NY BOT Members_,
NY BOT Permit Holders, lessees and Member Firms.

Rule 3.29. Reserved
Rule 3,30. Reserves
Rule 3.32. Options Committee

The Options Committee shall be an Exchange Committee and consist of such number
of Persons as the Board shall determine from time to time. The Committee shall, among
other things, determine the hours of trading on the Trading Floor in each Options
Contract and whether and in what manner there shall be an opening and/or closing call or

‘ading Floor for any Option traded by open outery on the Exchange.

Rule 3.35. Sugar Spot Price Committee

The Sugar Spot Price Committee shall be a Special Committee and shall consist of the
Presidentandthose-members-of te-Boardsuch_individuals who are identified with the sugar trade
asthe Board shall determine from time to time. The Committee shall have the authority to
appoint individuals to the sugar spot price roster and perform such other duties as may from time
to time be delegated to it by the Board. The Sugar Spot Price Committee shall report all such
appointments to the Board. The Board may remove any person so appointed, with or without
cause, at any time.

members ofthe Financial Products
' Committee shall constitute a quorum for
the transaction of business.

\Deleted: (<)
pa
Deleted: have the power to recommend
| any additions, deletions or amendments

{tothe Rules respecting

. {Deleted: One-third of all ofthe |

Deleted: Any such addition, deletion or
{amendment tothe Rules must be
| approved by the Committee prior to
| consideration by the Board. The Board — |
| shatl not take any action respecting the
| Financial Products Futures and Options |
Contracts without prior approval of the |
| Committee. The Committee must
approve by a two-thirds vote of
entitled to vote thereon, any addition,
| deletion or amendment to any Rule
| respecting Financial Products Futures and
Options Contracts, _)

* Deleted: have the power to recommend
any additions, deletions or amendments

the Rules must be approved by the
‘Committee prior to consideration by the
Board. The Board shall not take any

" action respecting the Index Products
Futures and Options Contracts without
prior approval of the Committee. The
Committee must approve by a two-thirds
vote of those entitled to vote thereon, any
addition, deletion or amendment to any
Rule respecting Index Products Futures

and Options Contracts

Committee and shall consist of the-Mice
Chairmarrof the Bonrdthree (3)
members of the Executive Floor

+ Committee and such other Persons as the
Board shall determine, treCheirmancf
the Committee shathbe the Vice

Stearn eerie

(b) The Committee shall have the power
“ 10) recommend to the Board the

| establishment of Member programs and
| services, (i) formulate the policies and
procedures for addressing Member
‘concems and issues and (ii) perform
such other duties as may from time to
Aime be delegated1o it by the Board.
ic New Products Committee |

(Deleted: (a) The New Products
| Committee shall be an Exchange
| Committee and shall consist of such
‘number of Persons as the Board shall
determine from time to time.§
(b) The Committee shall determine the
terms and conditions of Exchange
‘products not previously listed on the
Exchange and make recom



(b) Duration of Discount for Certain Electronic Trading. Upon the
transfer by a NYBOT Member of a NYBOT Membership, the discount for Transactions
made via electronic trading shall terminate, provided, however, that (i) a transfer to an
individual who confers NYBOT Membership privileges to a NY BOT Member Firm shall
not be deemed a transfer for this purpose and (ii) the leasing of a NYBOT Membership to
an individual shall not be deemed a transfer with respect to such NYBOT Member’s
rights under Section 4(a) of Annex B.

(c) MEN for Electronic Trading. From and after the Effective Time,
all NYBOT Members, NYBOT Permit Holders, Lessees and NYBOT Member Firms
shall be entitled to pay the lowest Exchange fee and NYBOT Clearing Corporation fee
per Commodity Contract for electronic Transactions in any Existing Product on the
Exchange (a “MFN Discount”), but excluding for such purpose (a) any discount pursuant
to Section 4(a) above and (b) fees charged in connection with bona fide market making
programs. The entitlement to such MFN Discount expires upon the first transfer of a
NYBOT Trading Permit ora NYBOT Membership, provided, however, that (i) a transfer
to an individual who confers NYBOT Membership privileges to a NYBOT Member Firm
and (ii) the leasing of a NYBOT Membership to an individual shall not be deemed a
transfer for this purpose.

Section 5 Definitions.

(a) A “Liquidity Event” shall mean, (i) with respect to a contract in a
Core Product, the failure of the average daily open-outcry volume in futures (excluding
EFPs, block trades or any other off-Exchange trade submitted to the Exchange) (“ADV”),
as publicly reported by the Exchange pursuant to the Commodity Exchange Act and
CFTC regulations and measured on a rolling 90-day basis, to equal at least 50% of the
ADV in such contract for the comparable 90-day period in calendar year 2005; and
(ii) with respect to all Core Products, in the aggregate, the failure to maintain open-outcry
ADV, measured on the foregoing basis, equal to 50% of the aggregate ADV for all Core
Products in calendar year 2005.

(b) A “Competitive Contract” shall mean any contract listed by a
competing exchange, after September 14, 2006, which the Public Directors, by a
Required Public Director Vote, determine (i) has the same contract terms as a Core
Product (other than any immaterially different terms) or (ii) has the same contract terms
as a Core Product except that it is cash-settled (other than any immaterially different
terms); and that, in either case, the failure of the Corporation to address and compete with
such contract may be expected to give rise to a bona fide risk of a loss of market share
(other than a temporary or immaterial loss) by the Exchange for such Core Product (for
purposes of determining such market share, both physically-settled and cash-settled
versions of such Core Product shall be considered together). For the avoidance of doubt
and without limitation, none of the following shall be considered immaterial terms of a
contract wherever such term is referred to in the Bylaws and the Annexes thereto: grade
of commodity, size of the contract, or delivery point for physical delivery of the contract.

B-3
NY12528:257556.13


EXHIBIT B

DEFINITIONS
TABLE OF CONTENTS
AA Transaction eCOPS®
Act EFP
i EFS

Affiliated Firm Eleeted Geverners ..

Allowable Claim Emergency Event

Arbitrage Position Equity

Associated Brokers pemichtember

Board Equity Membership

Boerd Offteers Exchange, usiness Day

Call Option Exchange Futures Contract

Caller Exchange Holiday

Carrying Member Exchange Option

Cash Commodity Exercise Notice

Certified Public Accountant Expiration Day

CFTC FCOJ

Chairman Financial Contracts

Claim Financial Emergency

Claimant Firm

Claim Notice Floor Broker

Class Futures Commission
———Class A Governor Merchant or FCM.
————— Fess B-Gevemor Futures Contract

Clearing Member Futures Equivalent Contract

Clearing Organization

Clearing Organization Rules

Clerk

Closing Transaction

Cocoa

Coffee "Cn

Commodity

Commodity Contract

Conferring Agreement

Conferring Member
anne

ee act Specificatio

Conversion

Cotton No. 25

Customer

Customer Account

Grantor

ICE
In-the-Money Option
Index Contracts
Last Trading Day
Lessee
Lessor
Licensed Store
Licensee
Lot
Margin
Member
Member-Elect
Member Firm
Member of the Trade
Membership



(b) The Committee shall resolve all questions concerning the interpretation or application of
the Code of Ethics and Professionalism.

Rule 3.38. Reserved
Rule 3.39. Pulp Committee

(a) The Pulp Committee shall be an Exchange Committee and shall consist of such number of
individuals, as the Board shall determine from time to time, who are actively engaged, or
employed by a Firm which is actively engaged, in the pulp trade. Any such individual may
appoint another individual to act in his place at any meeting of the Committee at which the
Committee member is not in attendance, provided that such other individual is an employee of the
same Firm as the Committee member.

(b) The Committee shall advise the Board with respect to matters respecting Pulp Futures and
Options Contracts.

Rule 3.40. Regulatory Oversight Committee

(a) The Regulatory Oversight Committee shall be a Standing Committee and shall consist of
the Public Directors.

(b) The Committee shall oversee fulfillment of the Exchange’s compliance self-regulatory
obligations and advise the Board on all such matters.

(c) In furtherance of its responsibility to oversee the fulfillment of the Exchange’s self-
regulatory function, the Regulatory Oversight Committee shall, among other things:

(i) review and make recommendation with respect to the responsibilities, budget and
staffing of the Market Regulation Department so that it is able to fulfill its self-regulatory
responsibilities;

(ii) review the functioning of the Market Regulation Department to determine whether
it is able to implement self-regulatory responsibilities independent of any improper
influence, interference or other factors that could interfere with the ability to fulfill its
responsibilities;

(iii) review the Exchange’s compliance with its self-regulatory responsibilities as
prescribed by law and the Rules; and

(iv) review changes and proposed changes, as appropriate, to the Rules to the extent
that such Rules are likely to impact significantly the self-regulatory functions of the
Exchange.

RESOLUTIONS
No. 1. Committee Service for Affiliated Persons

WHEREAS, the Board desires to foster representation on Exchange committees from diverse
membership interests;

NOW, BE IT RESOLVED that:

Unless otherwise determined by the Board in a particular case, no two (2) members of the
same committee of the Exchange may be Affiliated Persons of the same Person, except that any
number of members of the same committee may be Affiliated Persons of the same securities
exchange, securities or commodities clearing organization, registered securities association, trade
association or self-regulatory organization [as that term is defined in CFTC Regulation 1.3(ee)],


_- {Deleted: Staff Officers

‘The term "Staff Officers” shall mean the
President, the Secretary and such Vice
Presidents, Assistant Secretaries and
‘Assistant Treasurers as are appointed by
the Board.

Trading Floor

‘The term “Trading Floor” or “Floor of the Exchange” shall mean the Trading Floor and
surrounding booths and facilities which are govemed by the Exchange -in- New-York and Dublin,

wherever simated.

Trading Permit

The term “Trading Permit” shalt eh iHe-a Fleer Brekerwh 5
4 z, F Trad an

Underlying Futures Contract

The term "Underlying Futures Contract" shall mean the Futures Contract which is the subject
of an Option.

Vetey-Gevertons

Th mn » shalt Heft " -the-Beard forth

President:

NYBOT
MEMBERSHIP RULES


WOT Membership Respondent

No Reon. Holder Reverse Conversion
i i Rule or Rules

Omnibus Account
Option Series
Option Buyer Settlement Premium
Option Month Settlement Price
Coron Se
Out-of-the-Money Option Straddle
Permit Holder Striking Price
Person Sugar No. 115"
Physical Emergency Sugar No. 145
Position I i
Premium Trade or Transaction
President Trading Floor
Principal i
Public GevemersDirector
Pulp Trading Permit
Purchaser Underlying Futures

Put Option Contract
Required Shares Sorting Governors


improper influence, interference or other factors that could interfere with the
ability to fulfill its responsibilities;

(iii) review the Exchange’s compliance with its self-regulatory responsibilities
as prescribed by law and the Rules; and

(iv) review changes and proposed changes, as appropriate, to the Rules to the
extent that such Rules are likely to impact significantly the self-regulatory
functions of the Exchange.

ptedt by-th Sep r + Pt r
RESOLUTIONS
No. 1. Committee Service for Affiliated Persons

WHEREAS, the Board desires: to foster representation on Exchange committees from
diverse membership interests;

NOW, BE IT RESOLVED that:

Unless otherwise determined by the Board in a particular case, no two (2) members of
the same committee of the Exchange may be Affiliated Persons of the same Person,
except that any number of members of the same committee may be Affiliated Persons of
the same securities exchange, securities or commodities clearing organization, registered
securities association, trade association or self-regulatory organization [as that term is
defined in CFTC Regulation 1.3(ee)], and any number of members of the Arbitration
Committee, Business Conduct Committee, Control Committee, and Floor Committee
may be Affiliated Persons of the same Person. In the event that two (2) or more
individuals shall be , appointed to a committee in violation of this resolution, none of such ,
appointments shall become effective. In the event that at any other time the ,appointment
of an individual to a committee would result in a violation of this Resolution because any
member of the same committee already holding office is an Affiliated Person of the same

| Person as such individual, such appointment shall not become effective.

For purposes of this Resolution, the term "Affiliated Person" shall mean: with respect
to any individual, any Person of which such individual is a partner, trustee, officer,
director or employee or has control, and any Person who controls, is controlled by or is
under common contro! with such Person; with respect to a Firm, any Person who
controls, is controlled by or is under common control with such Firm, and without
limiting the generality of the foregoing, any partner, trustee, officer, director or employee
of such Firm.

For purposes of this Resolution, the term "control" means the power to direct or cause
the direction of the management or policies of a Person, whether through ownership of
securities, by contract or otherwise,

NYBOT®
FLOOR TRADING RULES

a
Deleted: elected or

{Deleted: elections or
{ Deleted: eletions or

Deleted: election or _

(Deleted: election of



(a) In the case of a NYBOT Member Firm, an account shall be eligible to pay fees at the
Member Firm rate if the account is beneficially owned exclusively by such NYBOTMember
Firm. Accounts of Affiliated Firms, shareholders, partners or members of a NYBOT Member
Firm shall be considered non-member accounts and shall not be entitled to Member Firm rates,
except as specified below:

(i) In the case of a group of Affiliated Firms that does not include a Clearing Member, all
Affiliated Firms in such group shall be eligible to pay fees at the Member Firm rate if at least
six (6) Equity YBOT Memberships are the subject of Conferring Agreements with respect to
a Member Firm in the group of Affiliated Firms; and

(ii) In the case of a group of Affiliated Firms that includes a Clearing Member, all
Affiliated Firms in the group shall be eligible to pay fees at the Member Firm rate if at least
six (6) Equity YBOT Memberships are the subject of Conferring Agreements with respect to
a Member Firm in the group of Affiliated Firms, provided, however, that such EquityNYBOT.
Memberships shall be in addition to the (4) EquityNYBOT Memberships that are subject of
Conferring Agreements with respect to a Clearing Member that is an Affiliated Firm within
such group.

In the event of the merger of consolidation of two (2) or more groups of Affiliated Firms, all
Affiliated Firms in the surviving group shall be entitled to Member Firm rates if such group
maintains EquityNYBOT Memberships that are the subject of Conferring Agreements in an
amount equal to eighty percent (80%) of the sum of the number of such EquityNYBOT.
Memberships that were subject to Conferring Agreements with respect to NYBOT Member Firms
in each such group during the twelve (12) calendar month period prior to the effective date of
such merger or consolidation.

(b) Joint accounts in which any owner is not a NYBOT Member shall be considered non-
member accounts, provided, however, that a joint account in which the non-member is the spouse
of the NYBOT Member shall be considered the account of a NYBOT Member.

(c) The account of a NYBOT Permit Holder shall be considered the account of a NYBOT
Member only with respect to the Transactions authorized by the particular type of NYBOT
Trading Permit held by the accountholder.

(d) An omnibus account carried in the name of a NYBOT.Member Firm shall be entitled to
fees at the Member Firm rate if:

(i) One hundred percent (100%) of the Transactions executed in the account are for one (1)

or more NYBOT Members and/or NYBOT Member Firms;

(ii) The NYBOT Member Firm in whose name the account is established (the
“accountholder”) represents to the Exchange in writing that all Transactions effected, or to be
effected, in the account have been, and will be, exclusively for NYBOT Members and
NYBOT Member Firms; and

(iii) The accountholder and the Clearing Member carrying such account provide to the
Exchange, upon request, such documentation as the Exchange may require to substantiate the
‘ownership and trading activity in the account.

(e) An omnibus account that is not carried in the name of a NYBQT-Member Firm shalll be
entitled to fees at the Member Firm rate upon specific authorization to do so from the Exchange
Such authorization may be granted if:

(i) One hundred percent (100%) of the Transactions executed in the account are for one (1)
or more NYBOT. Members and/or NYBOT Member Firms;

(ii) The accountholder identifies to the Exchange all of the Customers carried in the
account;


NYBOT Member Firm

The term “NYBOT Member Firm” shall mean any partnership, corporation,
limited liability company, sole proprietorship or other entity to which Exchange
privileges have been conferred by a Trading Member who is an Affiliated Person of such
firm in accordance with the Rules, provided that such firm was a Member Firm on
September 14, 2006.

NYBOT Membership

The term “NYBOT Membership” shall mean one of the Trading Memberships
authorized to be issued pursuant to Section 1(a)(i) of Annex A to the Bylaws.

NYBOT Permit Holder

The term “NYBOT Permit Holder” shall mean an individual who has been
granted one or more NYBOT Trading Permits pursuant to Section 1(b)(i) of Annex A to
the Bylaws.

NYBOT Trading Permit

The term “NYBOT Trading Permit” shall mean the right to execute trades in
specific Commodity Contracts granted pursuant to Section 1(b)(i) of Annex _A to the
Bylaws.

Option

The term “Option” shall mean a contract or Transaction whereby one party grants
to another the right, but not the obligation, to buy or sell a Commodity, or to buy, sell or
enter into a Futures Contract.
Permit Holder

The term “Permit Holder” means any holder of a Trading Permit.

Person

The term “Person” shall mean an individual, corporation, partnership, limited
liability company, sole proprietorship or other entity.

Public Director

The term “Public Director” shall mean any person who (i) qualifies as a “public”
director within the meaning of the rules proposed by the CFTC as of September 14, 2006
for determining qualifications of public directors or, if the CFTC adopts any such rules,
within the meaning of such rules in effect from time to time and (ii) the independence
requirements of the New York Stock Exchange for directors serving on the boards of
listed companies, as amended from time to time.

D4
NY12528:257556.13


(b) ICE may appoint one or more non-voting observers (each, a “Trade Committee Observer”)
to the Committee. Each Trade Committee Observer shall be entitled to (i) receive written notice
of each meeting of the Committee and (ii) attend and observe all meetings of the Committee. All
such Trade Committee Observers will be entitled to receive any and all written materials
delivered to the members of the Committee in connection with any meeting of the Committee at
the same time and in the same manner as such materials are delivered to the members of the
Committee.

(c) The Committee shall have and may exercise only the power or authority of approving or
rejecting any modifications to the contractual terms and conditions respecting Cotton Futures and
Options Contracts. Any such modifications may be implemented only if approved by the
Committee by a two thirds vote of the members present at a meeting at which a quorum is
present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the
implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of Cotton Futures and Options Contracts by open-outcry
versus electronic trading, or with respect to any other Commodity Contract or other operations of
the Exchange. In the event that the Exchange is trading Cotton Futures and Options Contracts
both by open-outcry and electronically, the Committee shall take all action reasonably necessary
to ensure the terms of both the open-outcry and electronically-traded versions are consistent with
each other and fungible.

Rule 3.14, Cotton Warehouse and Delivery Committee

(a) The Cotton Warehouse and Delivery Committee shall be an Exchange Committee and
shall consist of no less than ten (10) and no more than thirty (30) Persons as determined by the
Board, at least two-thirds of whom shall be NY BOT Members.

(b) The Committee may act as a whole or by multi-person panels appointed by the
Chairman.

(c) Only Persons who are NYBOT Members shall be entitled to vote at Committee
Meetings; provided, however, that any member of the Committee, when serving on a panel,
shall be entitled to vote on matters properly coming before such panel.

(d) Six (6) voting members of the Committee, or a majority of a panel consisting of Persons
no less than two-thirds of whom are NYBOT Members, shall constitute a quorum and, unless
otherwise directed by the Chairman, the Committee or panel shall report to the Board on such
matters as deemed necessary.

(e) The Committee shall provide inspection service and supervision of certificated cotton for
each point of delivery as required.

(f) The Committee shall have supervision of the inspection, sampling and preparation of
samples of cotton of which classification is requested in accordance with the Regulations of the
Secretary of Agriculture pursuant to the United States Cotton Futures Act, and also shall have
control over all certificated cotton.

(g) The Committee shall adopt such rules and regulations for the guidance of cotton
warehousemen, inspectors, weighers and samplers as it may deem necessary, subject to the
approval of the Board. The Committee shall investigate written complaints of misconduct upon
the part of any of the above named persons, and shall make such recommendations to the Board


provided, however, that each Exchange Futures or Options Contract in which the foregoing
Persons primarily trade or otherwise participate shall be considered a separate membership
interest.

(e) Respondent

The term "Respondent" shall mean a Member or non-member market participant who is the
subject of a disciplinary proceeding commenced in accordance with this Chapter.

(f) Service

The term "service" on any Person shall mean delivery in person, or by first class mail postage
prepaid, or by facsimile message ("FAX") to, in the case of a member, an address or a FAX
number on file with the Exchange in accordance with Rule 21.01(b) or, in the case of a non-
member market participant, to the last known address or FAX number. Service shall be complete
upon such delivery or facsimile transmission or upon mailing.

Rule 21.03. The Business Conduct Committee

(a) The Business Conduct Committee shall have the power to direct that an investigation of
any suspected violation of the Rules be conducted by the Compliance staff, pursuant to Rule
21.02, and shall have the authority to hear any matter referred to it by the Executive Floor
Committee, provided, however, that any member of the Business Conduct Committee who is also
a member of the Executive Floor Committee and participated in such matter pursuant to Rule
21.25, shall be disqualified from serving on any panel of the Business Conduct Committee
hearing such matter.

(b) The Business Conduct Committee shall be divided into two (2) subcommittees. One (1)
subcommittee shall be chaired by the Chairman of the Business Conduct Committee, and the
other shall be chaired by the Vice Chairman of such Committee. Each subcommittee shall be
comprised of no less than eight (8) individuals, such that three are identified with the FCM/Trade
participant interest, four (4) are identified with the Floor participant interest and one (1) is not a
Member, Five (5) subcommittee members shall constitute a quorum so long as there are in
attendance at least two (2) members identified with the Floor participant interest, two (2)
members from the FCM/Trade participant interest and one member who is not a Member.

(c) The Business Conduct Committee shall periodically receive and review the written reports
concerning possible Rule violations reported by the Compliance staff pursuant to Rule 21.02(b).
A subcommittee of the Business Conduct Committee shall conduct any review of a possible
violation under this Rule.

(d) If after initial review of an investigative report a subcommittee of the Business Conduct
Committee concludes that a rule violation may have occurred, it shall allow the Member or non-
member market participant an opportunity to present whatever evidence the Member or non-
member market participant may have. Such a presentation shall be conducted informally with no
transcript taken.

(e) In any case where a subcommittee of the Business Conduct Committee concludes that a
Rule violation may have occurred, such subcommittee of the Business Conduct Committee shall
advise the Member or non-member market participant of that fact and may:

(i) refer or return the matter to the Compliance staff with instructions for further action;

(ii) enter into or approve a settlement agreement with said Member or non-member market
participant which may provide for a penalty other than that recommended by the Compliance
staff, subject to the limitations set forth in subparagraph (e)(iv) of this Rule;

(iii) refer the matter to a formal hearing; or


six (6) NYBOT Memberships are the subject of Conferring Agreements with respect to a
Member Firm in the group of Affiliated Firms; and

(ii) In the case of a group of Affiliated Firms that includes a Clearing Member, all
Affiliated Firms in the group shall be eligible to pay fees at the Member Firm rate if at least
six (6) NYBOT Memberships are the subject of Conferring Agreements with respect to a
Member Firm in the group of Affiliated Firms, provided, however, that such NYBOT
Memberships shall be in addition to the (4) NYBOT Memberships that are subject of
Conferring Agreements with respect to a Clearing Member that is an Affiliated Firm within
such group,

In the event of the merger of consolidation of two (2) or more groups of Affiliated Firms, all
Affiliated Firms in the surviving group shall be entitled to Member Firm rates if such group
maintains NYBOT Memberships that are the subject of Conferring Agreements in an amount
equal to eighty percent (80%) of the sum of the number of such NYBOT Memberships that were
subject to Conferring Agreements with respect to NYBOT Member Firms in each such group
during the twelve (12) calendar month period prior to the effective date of such merger or
consolidation.

(b) Joint accounts in which any owner is not a NYBOT Member shall be considered non-
member accounts, provided, however, that a joint account in which the non-member is the spouse
of the NYBOT Member shall be considered the account of a NYBOT Member.

(c) The account of a NYBOT Permit Holder shall be considered the account of a NYBOT
Member only with respect to the Transactions authorized by the particular type of NYBOT
Trading Permit held by the accountholder.

(d) An omnibus account carried in the name of a NYBOT Member Firm shall be entitled to
fees at the Member Firm rate if:

(i) One hundred percent (100%) of the Transactions executed in the account are for one (1)
or more NYBOT Members and/or NYBOT Member Firms;

(ii) The NYBOT Member Firm in whose name the account is established (the
“accountholder”) represents to the Exchange in writing that all Transactions effected, or to be
effected, in the account have been, and will be, exclusively for NYBOT Members and
NYBOT Member Firms; and

(iii) The accountholder and the Clearing Member carrying such account provide to the
Exchange, upon request, such documentation as the Exchange may require to substantiate the
ownership and trading activity in the account.

(e) An omnibus account that is not carried in the name of a NYBOT Member Firm shall be
entitled to fees at the Member Firm rate upon specific authorization to do so from the Exchange.
Such authorization may be granted if:

(i) One hundred percent (100%) of the Transactions executed in the account are for one (1)
or more NYBOT Members and/or NYBOT Member Firms;

(ii) The accountholder identifies to the Exchange all of the Customers carried in the
account;

(iii) The NYBOT Members and/or NYBOT Member Firms carried in the omnibus account
and the Clearing Member carrying such account provide to the Exchange, upon request, such

documentation as the Exchange may require to substantiate the ownership and trading
activity in the account, and either

(A) if the omnibus account holds positions only for one (1) NYBOT Member or NYBOT
Member Firm, such NYBOT Member or NYBOT Member Firm represents to the


The amendments reflected in the Revised Bylaws and Rules implement the
merger, as described hereafter.

2. The Revised By-Laws

The Revised Bylaws reflect the fundamental difference in the form of
organization of New NYBOT as a for-profit corporation governed by the
Delaware General Corporation Law, as distinguished from NYBOT, a
membership corporation organized under the New York Not-for-Profit
Corporation Law. Accordingly, many sections of the NYBOT Bylaws have been
replaced in their entirety with basic provisions that recognize stockholders
(rather than equity members) as the owners of the corporation, and codify other
applicable provisions of Delaware law, such as those relating to the
indemnification of officers and directors. To the extent that the NYBOT By-laws
contain provisions required by the CEA or relate to aspects of its self-regulatory
programs, they have been preserved in the Revised Bylaws. These include
Section 17 of the Bylaws, Annex A, Section 3-Financial Standards and Reporting
Requirements; Section 5-Failure to Pay Fees and Other Amounts; Section 6-
Notices; Section 7-Effect of Suspension or Termination; and Section 8-
Transferablility (while disciplinary or arbitration proceeding pending). In
addition, many of the significant terms of the merger are reflected in the bylaws
and the Annexes, the material terms of which are described below.

Governance

Until the second anniversary of the completion of the merger, the New
NYBOT board of directors will be comprised of nine directors, as follows: the
chief executive officer and chief financial officer of ICE, the President of New
NYBOT (who, pursuant to the Merger Agreement, will be designated by ICE),
two members of the current NYBOT board of governors who are designated by
ICE (the “NYBOT designees”), and four directors who qualify as public directors
and who, to the extent possible, will be initially selected from the current public
directors of NYBOT. The term “public director” means any person who (i)
qualifies as a “public” director within the meaning of the rules proposed (or
subsequently adopted) by the Commission for determining qualifications of
public directors and (ii) meets the independence requirements of the New York
Stock Exchange for directors serving on the boards of listed companies. Until the
fourth anniversary of the completion of the merger, the New NYBOT board will
consist of at least four public directors. Certain actions may be taken by New
NYBOT only upon the vote of a supermajority of the public directors, referred to


(b) The distribution by the Exchange of the proceeds from the sale of a NYBOT Membership
and the corresponding Required Shares or of funds deposited with the Exchange pursuant to Rule
2.26(b) shall be made as follows:

(i) First, in satisfaction pro rata of any amounts which have been determined to be payable
out of such proceeds or funds to the Clearing Member guarantor of the Member whose
NYBOT Membership has been sold for Claims arising directly from (A) any payment by
such guarantor pursuant to the Clearing Member guarantee, (B) the clearance by such
guarantor of any Transaction executed by such Member on the Exchange or subject to the
Rules, or (C) a documented loan made to the Member by the Clearing Member guarantor for
the express purpose of acquiring the NYBOT Membership.

(ii) Second, in satisfaction pro rata of any amounts which have been determined to be
payable out of such proceeds or funds to other Members pursuant to paragraph (b) of this
Rule with respect to Allowable Claims against the Member whose NYBOT Membership has
been sold; provided however, that no partner shall share in the proceeds from the sale of a
NYBOT Membership and corresponding Required Shares of one of his partners or in funds
deposited by such partner with the Exchange pursuant to Rule 2.26(b), and no member of a
limited liability company shall share in the proceeds of the sale of a NYBOT Membership
and corresponding Required Shares of one of the members of such limited liability company
or in funds deposited by such member with the Exchange pursuant to Rule 2.26(b), until all
Allowable Claims filed by other Members and amounts owing to the Exchange and the
Clearing Organization as provided in subparagraph (iii) have been satisfied in full;

(iii) Third, in satisfaction pro rata of any amounts that may be due to the Clearing
Organization and the Exchange for dues, assessments, fees or fines; and

(iv) Fourth, to the person whose NYBOT Membership was sold, or to his legal
representatives or assigns, upon the execution and delivery to the Exchange of a release or
releases in form and substance satisfactory to the Exchange.

(c) Any Claimant holding an Allowable Claim against a Member whose NYBOT
Membership is sold shall be entitled to participate in the proceeds of sale of such Membership
and corresponding Required Shares or in the distribution of funds deposited with the Exchange by
the transferor of such Membership pursuant to Rule 2.26(b) provided that:

(i) The Claimant shall have filed a Notice of Claim with the Exchange within ten (10) days
after the Exchange shall have posted notice of the Exchange's receipt of the Notice of
Intention to Transfer such Membership on the Exchange's website, or shall have timely filed
with the Exchange the Claim Notice required by Rule 21.34 (if applicable); and

(ii) The Arbitration Committee shall have determined that such Claim is valid, in whole or
in part, pursuant to this Rule.

(d) In the event any Claim is disputed, the Arbitration Committee shall proceed as though the
disputing party had demanded arbitration; provided, however, that the disputing party shall pay
the fee prescribed in the Arbitration Rules. The Arbitration Rules of the Exchange shall apply to
such proceedings, except to the extent the Arbitration Committee may decide otherwise.

Rule 2.25. General Transfer Procedure; Beneficial Interest

(a) A NYBOT Member may transfer his NYBOT Membership only to another NYBOT
Member or to a Member-Elect who will own the Required Shares (or otherwise satisfy the
Required Shares requirement) as set forth in Section |(a)(i) of the By-laws as of the effective time
of the transfer, whether such Required Shares are to be purchased from the transferring Member
or from another party. Such transfer shall become effective upon execution by the Exchange of a
proper notation of the assignment of his NYBOT Membership on the records of the Exchange.


(iii) secure a transfer or lease of a NYBOT Membership or Trading Penmit to himself from
another NYBOT Memberror.or NY BOT Permit Halder and,

(iv) ob in the Exeh ine} Membership-at-s " 4

(b) Failure by a Member-Elect to secure to himself

athe Required Shares and a NYBOT
Membership a. NYBOT. Trading Permit, or a lease of a NYBOT Membership,_as applicable,
within the period of time specified in or under paragraph (a) shall void the Member's election.

(c) Upon compliance with the provisions of paragraph (a) of this Rule within the period of
time specified therefor, the Member-Elect shall automatically and without any further act become
a Member in the category in which he was elected,

Rule 2.31. Duties of Guaranteed Member

Each guarantecdGuaranteed Member shall notify his guarantor in writing of every
commodity account which he maintains and the name of the Futures Commission Merchant
maintaining that account, whether such account is maintained with a Member or non-member.

Rule 2.32. Duties of all Members to Clearing Member Guarantors

(a) No Member thatis an FCM shall open or accept Trades for an account for any Guaranteed
Member-whese-Membership-is-guaranteed without first obtaining the written authorization from
sueh-Membersihe guarantor authorizing such MemberEjgm to open and accept Trades for such
gtiaranteed(@uaranteed Member. Any Trades accepted for a gueranteedQuaranteed Member
without such authorization as specified hereunder shall release such guaranteedGuaranteed
Member's guarantor from any responsibility or liability for such accepted Trades.

(t) To facilitate compliance with this Rul, the Exchange shall publish from time to time a

list of all Guaranteed Members:

Rule 2.38. NYBOT Trading Permits
(1) Authorization
(a) The Board of Governors may issue the following NYBOT.Trading Permits:

(i) FINEX® Trading Permits, which authorize the Permit Holder to trade Financial
Contracts and Index Contracts;

(ii) Option Trading Permits, which authorize the Permit Holder to trade all Exchange
Options; and
(iii) FINEX-Europe Trading Permits, which authorize the Permit Holder to trade only those
Commodity Contracts that are listed by the Exchange for trading in Dublin, Ireland.
(2) Trading Limitations
(a) A Trading Permit issued hereunder authorizes the Permit Holder to execute on the Floor
of the Exchange only those Commodity Contracts which are authorized by the particular t ype of
Permit held, for the account of the Permit Holder and for the account of other Persons.
(b) A Permit Holder shall not execute or attempt to execute, or participate in any manner in

any activity on the Floor of the Exchange involving Commodity Contracts other than those
Commodity Contracts that are authorized by the Trading Permit held by him.


NPGL

Th PCE" shalt he Not-for Profit: Coporetion £-the-S: £ NewYork
inreffeet from ime:
NYBOT®

The term “NYBOT” shall mean the Board of Trade of the City of New York, Inc.

Permit Holder

The term *Permit Holder‘ shall mean ‘at-individuel whe-hes-been-gramedany holder of a
Trading Permit-intecordanee-wittrthe Rules.

Public Governors Director

th “Dab » ghett ne-Voti A Memb



(ii) In becoming a Clearing Member, each Clearing Member grants to the Exchange for the
benefit of the Exchange, the Clearing Organization, the Clearing Members and all other
Members, a security interest in the ICE common stock required to be held by the Clearing
Member pursuant to Rule 2.14(b)(iii) and the proceeds thereof, for the purpose of securing
such Clearing Member's obligations under the Rules of the Exchange, including this Rule
2.14. Each Clearing Member shall execute such documentation as may be required by the
Exchange to evidence such security interest.

(d) In the event that a Clearing Member ceases to comply with the applicable eligibility
requirements specified in paragraph (b) of this Rule, its status as a Clearing Member shall be
automatically suspended unless, within 90 days following occurrence of such event, the Clearing
Member satisfies the Exchange that it has brought itself into compliance with such requirements.

(e) Notwithstanding the provisions of paragraphs (b)(i), (ii) and (c), any individual holding
self-clearing privileges in accordance with the Rules and the Clearing Organization Rules may
retain such privileges as and so long as permitted by the Rules and the Clearing Organization
Rules. For the avoidance of doubt, all Clearing Members, including individuals holding self-
clearing privileges, must comply with Rule 2.14(b)(iii).

Rule 2.15. Reserved

Rule 2.16. Qualification for Guarantors, Procedure and Guarantee Termination

(a) A Clearing Member in good standing may become a guarantor of any Trading Member,
Permit Holder or Lessee upon approval by the Exchange. To be so approved, a Clearing Member
must file with the Exchange an application in a form supplied by the Exchange, accompanied by
anon-refundable application fee in the amount specified by the Board, and such other documents
as the Exchange may deem necessary or appropriate, including but not limited to a copy of its
financial statements as of the Clearing Member*s most recent fiscal year end, certified by an
independent public accountant and an agreement, in the form provided by the Exchange, whereby
the guarantor agrees:

(i) to accept for clearance any Transaction effected by the Guaranteed Member on or
subject to the Rules, when and as provided in the Rules or the Clearing Organization
Rules;

(ii) to duly and timely pay:

(A) any Claim by any present or future Member against the Guaranteed Member arising
from any order or Transaction for the purchase, sale, exercise or expiration of a Commodity
Contract executed, or to be executed, on the Exchange or subject to the Rules, or arising
from cash market transactions which are part of, or directly connected with, any
Transaction executed on the Exchange or subject to the Rules ; and

(B) any Claim by the Exchange or the Clearing Organization against the Guaranteed
Member (other than for assessments, dues or fines imposed pursuant to the Exchange's
Disciplinary Rules), arising under the Rules or Clearing Organization Rules; and

(iii) to timely comply with the provisions of the Rules applicable to guarantors and to
furnish such information as the Exchange may from time to time request.

(b) The Membership Committee shall (when it deems the application to be complete) either
approve the application or refer the application to the Board for action with a recommendation
either to approve or disapprove the same. The Membership Committee and the Board may
consider any factors which they deem in the best interests of the Exchange, including the number
of Persons guaranteed by the applicant on other exchanges and any other factors set forth in the
Rules which may be conditions for denial of an application for Membership.


Section 17.3 The correct interpretation or meaning of any Rule may, in
the discretion of the Board of Directors, be determined by a two-thirds vote of the Board
of Directors present at any regular meeting or any special meeting called for that purpose,
and such interpretation shall continue in force until the ambiguity of such Rule is
removed by proper amendment as herein provided, but no such determination of the
Board of Directors shall in any way affect any rights accrued under any final decision
theretofore rendered by any committee from which no appeal is pending or may be taken.

Section 17.4 The Board of Directors shall not adopt or amend any Rule

to , or interpret the meaning of any Rule so as to, violate the rights of the stockholders
under these Bylaws (including the Annexes hereto).

NY12528:257556.13,


or interest in such share or shares on the part of any other Person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.

ARTICLE XII
FISCAL YEAR

Section 12.1 The fiscal year of the Corporation shall be the calendar year
or such other period as may be fixed by the Board of Directors. .

ARTICLE XIII
INDEMNIFICATION, EXCULPATION AND INSURANCE

Section 13.1

(a) A director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as currently in effect or as the
same may hereafter be amended. No amendment, modification or repeal of this Section
13.1(a) shall adversely affect any right or protection of a director that exists at the time of
such amendment, modification or repeal.

(b) The Corporation shall indemnify any person 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 Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, 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 such person acted in
good faith and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person’s conduct was unlawful. 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
such person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that such person’s
conduct was unlawful. The Corporation shall indemnify any person 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 Corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other

12
NY12528:257556.13


(viii) A Lessor and a Lessee shall be entitled to Member rates of Exchange fees for any
Trades executed and to Member rates of Margin,

(ix) Lessors and Lessees may serve on Exchange committees to the extent allowed by the
Rules.

(d) Termination of Lease

(i) If a lease provides that it may be terminated prior to expiration, a party to the lease
shall provide written notice of termination to the Exchange and the other party at least
thirty (30) days in advance of the intended effective date of termination unless the lease
agreement provides for a shorter notice period, provided, however, that in no event may a
lease be terminated on less than fifteen (15) calendar days' notice to the Exchange and the

other party.

(ii) A Lessee’s floor trading privileges shall automatically be suspended ten (10) calendar
days prior to the effective date of termination of a lease. If a Lessee enters into a new lease
for a NYBOT Membership that has been approved by the Exchange, or a NYBOT
Membership is transferred to the Lessee within forty-five (45) calendar days following
receipt of notice of termination by the Exchange, the Lessee's floor trading privileges shall be
reinstated on the effective date of the new lease or of the transfer of such NYBOT
Membership to the Lessee. A Lessee who has had floor trading privileges suspended
hereunder shall incur a change of status fee which must be paid to the Exchange prior to the
reinstatement of such privileges.

(iii) A lease shall automatically terminate upon the suspension or expulsion of the Lessor or
the suspension, expulsion or death of the Lessee.

(e) Renewal of Lease

An agreement to renew an existing lease shall be submitted to the Exchange at least fifteen
(15) calendar days prior to the expiration date of the existing lease. Failure of the parties to
submit such renewal agreement shall cause the automatic suspension of the Lessee's floor trading
privileges ten (10) calendar days prior to such lease expiration date unless a new lease agreement
for NYBOT Membership with another Lessor has been approved by the Exchange, or a NYBOT
Membership has been transferred to such Lessee, prior to commencement of the ten (10) day
period preceding the expiration of the lease. If the Lessee's floor trading privileges are suspended
pursuant to the previous sentence, and if the Lessee receives Exchange approval of the renewal of
an existing lease or of the lease of a NYBOT Membership to him or has a NYBOT Membership
transferred to him during the ten-day period prior to expiration of an existing lease, the Lessee's
floor trading privileges shall automatically be reinstated.

NYBOT MEMBERSHIP SALES AND TRANSFERS
Rule 2.24 Security Interest and Disposition of Proceeds from Sale of a Membership

(a) In becoming a NYBOT Member, each NYBOT Member grants to the Exchange for the
benefit of the Exchange, the Clearing Organization, the Clearing Members and all other
Members, a security interest in the Required Shares that he owns to satisfy the NYBOT
Membership requirements of Section 1(a)(i) of Annex A to the By-laws and the proceeds thereof,
for the purpose of securing such Member's obligations under the Rules of the Exchange,
including, without limitation, this Rule 2.24. In the case of a NYBOT Member who is a party to
an approved A-B-C Agreement with a Member Firm, the Member Firm may grant the required
security interest in the Required Shares on behalf of the NYBOT Member. Each NYBOT
Member (and Member Firm, if applicable) shall execute such documentation as may be required
by the Exchange to evidence such security interest.


ANNEX B
ELECTRONIC TRADING; DISCOUNTS

The Corporation may conduct, or arrange for the conduct, of electronic

trading on the Exchange as set forth in this Annex B, subject to the express limitations set
forth herein.

Section | Side-by-Side and After-Hours Trading of Commodity
Contracts. At any time, the Chief Executive Officer of the Corporation shall have the
authority to cause the Corporation to implement side-by-side electronic trading (including
after-hours electronic trading) with respect to any Commodity Contracts (other than any
Commodity Contracts that have the same contract terms as Core Products except that
they are cash-settled). In the event that the Corporation lists one of its Core Products for
side-by-side electronic and open-outcry trading, the Corporation shall take all steps
reasonably necessary to ensure that its settlement prices take full account of trades
executed electronically with respect to such Core Product during relevant settlement
periods. In the event that either (i) the Chicago Mercantile Exchange, Inc., the Board of
Trade of the City of Chicago, Inc., the New York Mercantile Exchange, Inc., Eurex
Frankfurt AG/Eurex Zurich AG or Euronext.LIFFE, or in any such case one of their
affiliates or successors, introduces a “cash-settled” contract after September 14, 2006
(and if such contract has been introduced prior to the Effective Time, such contract was
not terminated or withdrawn prior to the Effective Time) that has the same contract terms
as a Core Product except that it is cash-settled (other than immaterially different terms) or
(ii) the Board of Directors of ICE requests that the Public Directors determine whether
the introduction of a “cash-settled” contract by another exchange is a Competitive
Contract (as defined in this Annex B) with respect to a Core Product and the Public
Directors, by a Required Public Director Vote, determine that such contract is a
Competitive Contract, at the request of ICE, the Corporation will (a) implement side-by-
side electronic trading (including after-hours electronic trading) with respect to such
cash-settled version of a Core Product and/or (b) if such cash-settled contract is settled
using NYBOT Exchange prices, eliminate the $1.00 amount specified in Section 4(b) of
Annex A to the Bylaws with respect to the “‘physically-settled” contract for such Core
Product and adjust the electronic trading fee; provided, however, with respect to clause
(i) only, the Public Directors may reinstate such $1.00 amount with respect to the
physically-settled contract for such Core Product if they determine, by a Required Public
Director Vote, that reinstating such $1.00 amount would not reasonably be expected to
give rise to a bona fide risk of loss of market share of the Corporation for such Core
Product; and provided further that in no event shall the electronic trading fee for such
physically settled Core Product be lower than the open outcry trading fee for such
product, except in accordance with bona fide market making programs.

Section 2 Open-Outcry Trading of Futures Contracts on Core
Products. The Corporation shall not terminate open-outcry trading of Futures Contracts
that are Core Products until one of the following circumstances shall have occurred: (a) a
Liquidity Event (as defined in Section 5 hereof) has occurred; (b) the Corporation’s lease,
existing as of the Effective Time, with respect to the Corporation’s trading floor located
at the World Financial Center, One North End Ave., New York, NY 10282, has expired
or been terminated (other than as a result of a breach thereof by the Corporation or a

B-1

NY12528:257556.13


member is not in attendance, provided that such other individual is an employee of the same Firm
as the committee member.

(b) The Committee shall advise the Board with respect to matters involving Ethanol Futures
and Options Contracts as and when requested to do so.

Rule 3.17, Reserved
Rule 3.20. Reserved
Rule 3.21. Financial Products Committee

(a) The Financial Products Committee shall be an Exchange Committee and shall consist of
not less than ten (10) nor more than twenty-one (21) Persons who either primarily trade the
Financial Products or are identified with the currency or banking industries. The Chairman and
Vice Chairman of the Committee must each be either a NYBOT Member or the holder of a
FINEX® permit.

(b) The Committee shall advise the Board with respect to matters involving Financial
Products Futures and Options Contracts as and when requested to do so.

Rule 3.24. Index Products Committee

(a) The Index Products Committee shall consist of not less than ten (10) nor more than twenty
(20) Persons who hold a FINEX permit and primarily trade Index Contracts.

(b) The Committee shall advise the Board with respect to matters involving Index Products
as and when requested to do so.

Rule 3.25. LRPAC Claims Committee

(a) The LRPAC Claims Committee shall be an Exchange Committee consisting of seven (7)
members selected as provided in paragraph (c).

(b) The LRPAC Claims Committee shall decide any claims concerning the eligibility or
qualification for appointment to the Long Range Planning Advisory Committee ("LRPAC") upon
the request of a Member, which decision shall be final.

(c) The LRPAC Claims Committee shall be selected from longstanding NYBOT Members.
Rule 3.28. Membership Committee

The Membership Committee shall be an Exchange Committee and shall consist of such
number of Persons as the Board shall determine from time to time and be representative of all
markets. The Committee shall have jurisdiction over applications to become NYBOT Members,
NYBOT Permit Holders, Lessees and Member Firms.

Rule 3.29. Reserved
Rule 3.30. Reserved
Rule 3.32. Options Committee

The Options Committee shall be an Exchange Committee and consist of such number of
Persons as the Board shall determine from time to time. The Committee shall, among other
things, determine the hours of trading on the Trading Floor in each Options Contract and whether
and in what manner there shall be an opening and/or closing call or period on the Trading Floor
for any Option traded by open outcry on the Exchange.


(d) In the event that a Clearing Member ceases to comply with the applicable eligibility
requirements specified in paragraph (b) of this Rule, its status as a Clearing Member shall be
automatically suspended unless, within 90 days following occurrence of such event, the Clearing
Member satisfies the Exchange that it has brought itself into compliance with such requirements.

(e) Notwithstanding the provisions of paragraphs (b)(i).-Gi) and (c), any individual holding
self-clearing privileges in accordance with the Rules and the Clearing Organization Rules may
retain such privileges as and so long as permitted by the Rules and the Clearing Organization
Rules. .

Rule 2.15. Reserved

Rule 2.16. Qualification for Guarantors, Procedure and Guarantee Termination

(a) A Clearing Member in good standing may become a guarantor of any Trading Member,
i upon approval by the Exchange. To be so approved, a Clearing Member
must file with the Exchange an application in a form supplied by the Exchange, accompanied by
a non-refundable application fee in the amount specified by the Board, and such other documents
as the Exchange may deem necessary or appropriate, including but not limited to a copy of its
financial statements as of the Clearing Member“s most recent fiscal year end, certified by an
independent public accountant and an agreement, in the form provided by the Exchange, whereby
the guarantor agrees:

(i) to accept for clearance any Transaction effected by the
Member on or subject to the Rules, when and as provided in the Rules or the Clearing
Organization Rules;

(ii) to duly and timely pay:

(A) any Claim by any present or future Member against the

Member arising from any order or Transaction for the purchase, sale, exercise or expiration
of a Commodity Contract executed, or to be executed, on the Exchange or subject to the
Rules, or arising from cash market transactions which are part of, or directly connected
with, any Transaction executed on the Exchange or subject to the Rules ; and

(B) any Claim by the Exchange or the Clearing Organization against the

Member (other than for assessments, dues or fines imposed pursuant

to the Exchange's Disciplinary Rules), arising under the Rules or Clearing Organization
Rules; and

(iii) to timely comply with the provisions of the Rules applicable to guarantors and to
furnish such information as the Exchange may from time to time request.

(b) The Membership Committee shall (when it deems the application to be complete) either
approve the application or refer the application to the Board for action with a recommendation
either to approve or disapprove the same. The Membership Committee and the Board may
consider any factors which they deem in the best.interests of the Exchange, including the number
of Persons guaranteed by the applicant on other exchanges and any other factors set forth in the
Rules which may be conditions for denial of an application for Membership.


who are Affiliated Persons of FCMs; and (iv) one member representing an asset management
firm advising investment funds or separate accounts that trade in the coffee industry or a
proprietary trading desk of an investment bank. The Coffee Committee shall be composed of at
least two-thirds of NYBOT Members or individuals associated with NYBOT Member Firms.
Unless the Board of Directors of NYBOT otherwise determines, each member of the Committee
filling one of the memberships designated in clause (ii) or (iii) of this Rule 3.10(a) shall be a
NYBOT Member or an Affiliated Person of a NYBOT Member Firm. Any member of the
Committee designated in clause (ii) or (iii) of this Rule 3.10(a) who fails to remain a NYBOT
Member or an Affiliated Person of a NYBOT Member Firm shall be disqualified from serving on,
and shall promptly resign from, the Committee. Except as specifically set forth herein, the Board
of Directors of NYBOT shall appoint all members of the Committee.

(b) ICE may appoint one or more non-voting observers (each, a “Trade Committee Observer”)
to the Committee. Each Trade Committee Observer shall be entitled to (i) receive written notice
of each meeting of the Committee and (ii) attend and observe all meetings of the Committee. All
such Trade Committee Observers will be entitled to receive any and all written materials
delivered to the members of the Committee in connection with any meeting of the Committee at
the same time and in the same manner as such materials are delivered to the members of the
Committee.

(c) The Committee shall have and may exercise only the power and authority of approving or
rejecting any modifications to the contractual terms and conditions respecting Coffee Futures and
Options Contracts. Any such modifications may be implemented only if approved by the
Committee by a two thirds vote of the members present at a meeting at which a quorum is
present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the
implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of Coffee Futures and Options Contracts by open-outcry
versus electronic trading, or with respect to any other Commodity Contract or other operations of
the Exchange. In the event that the Exchange is trading Coffee Futures and Options Contracts
both by open-outcry and electronically, the Committee shall take all action reasonably necessary
to ensure the terms of both the open-outcry and electronically-traded versions are consistent with
each other and fungible.

Rule 3.11. Reserved
Rule 3.13. Cotton Committee

(a) The Cotton Committee shall be an Exchange Committee and shall consist of (i) nine
members, to be selected by ICE, who are actively engaged, or employed by a firm that is actively
engaged, in the cotton industry; (ii) three Floor Brokers in the cotton industry; (iii) two members
who are Affiliated Persons of FCMs; and (iv) one member representing an asset management
firm advising investment funds or separate accounts that trade in the cotton industry or a
proprietary trading desk of an investment bank. The Cotton Committee shall be composed of at
least two-thirds of NYBOT Members or individuals associated with NYBOT Member Firms.
Unless the Board of Directors of NYBOT otherwise determines, each member of the Committee
filling one of the memberships designated in clause (ii) or (iii) of this Rule 3.13(a) shall be a
NYBOT Member or an Affiliated Person of a NYBOT Member Firm. Any member of the
Committee designated in clause (ii) or (iii) of this Rule 3.13(a) who fails to remain a NYBOT
Member or an Affiliated Person of a NYBOT Member Firm shall be disqualified from serving on,
and shall promptly resign from, the Committee. Except as specifically set forth herein, the Board
of Directors of NYBOT shall appoint all members of the Committee.


Rule 3.36. Worid Sugar Committee

(b¢) The Committee shall have_und may exercise only the power_or authority of
approving or repecking any modi bvations tothe coulraetual terms aud conditions ,
respecting World Sugar Futures and Options Contracts. Any such modifications may be
implomenicd uly it, approved by the Committee , by a two thirds vote of the members
enLatamceting at wt JMOLUD is pre

td) xcept ay expressly set forth iy Section 16 of the Bylaws, Annes B to the Bylaws

or Apnes C to thy Bylaws, the Comumittes shall not bass the power or authority to
prevent the implementation of a decision by the Board with respect 19, or make or reject

anyproposed changes with respect to the wading of World Sugar Futures and Options
Contracts by open-ourcry versus electronic wading, or with respect_to_any other
Commodity Contr other operions of the Exchange. In the evel u “xchange
is_wadingWorld Sugar Futures and Options Contracts both by _open-outery and
electronically, the Commitee shall take atl action reasonably necessary to eusure the

{Deteted: to recommend any additions,

deletions or amendments to the Rules

‘ Deleted: addition deletion or
| amendment to the Rules must be

Deleted: prior to consideration by the

| Board. The Board shall not take any
‘action respecting the World Sugar

| Futures and Options Contracts without

| prior approval ofthe Committee. The

{ Deleted: any addition, deletion or
| amendment to any Rule respecting World

_ Sugar Furures and Options Contacts

Committee must approve
Deleted: those entitled wo wotethercon
(Deleted:


that any Trading Permits issued other than pursuant to paragraph (b)(i),
above, shall not include the right to execute Transactions on the Exchange
trading floor.

(c) Trading Members, Permit Holders, Member Firms and
Lessees shall have only such rights and privileges as are set forth in these Bylaws, the
Rules or as prescribed by the Board of Directors, which rights will exist as a matter of
contract only. Trading Members, Permit Holders, Member Firms and Lessees shall not
constitute stockholders within the meaning of the Delaware General Corporation Law,
the Certificate of Incorporation, these Bylaws or the Rules, shall not have any of the
rights and privileges of stockholders and shall have only such rights and privileges as are
set forth in the Rules or as prescribed by the Board of Directors, which rights will exist as
a matter of contract only. No director or officer of NYBOT shall have any fiduciary
duty, obligation or responsibility of any nature to Trading Members, Permit Holders,
Member Firms or Lessees by virtue of such contractual rights. Without limiting the
generality of the foregoing, Trading Members, Permit Holders, Member Firms and
Lessees will not have any voting rights in the Corporation or any rights to receive any
distributions of cash, securities or other property, whether on dissolution, liquidation,
merger, consolidation or otherwise.

Section 2 Eligibility Criteria and Procedures. The Board of Directors

may from time to time adopt such eligibility criteria and application procedures for
becoming a Trading Member, Permit Holder, Member Firm or Lessee and such
requirements and procedures for acquisition, transfer, lease, sale or other disposition of a
Trading Membership or a Trading Permit as the Board of Directors shall determine,
subject to the provisions of Section 8(a) of this Annex A.

Section 3 Financial Standards and Reporting Requirements.

(a) The Board of Directors may from time to time adopt
minimum financial standards and related reporting requirements to be complied with by
Trading Members, Permit Holders, Member Firms and Lessees as a continuing condition
to exercising or maintaining such status as a Trading Member, Permit Holder, Member
Firm or Lessee, and, for purposes of imposing such standards and requirements, the
Board of Directors may create such categories as it deems necessary or appropriate.

(b) | Each Member Firm that is registered with the CFTC as a
Futures Commission Merchant shall comply with Sections 1.10(a)(3), 1.10(b), 1.10(c),
(d), (e) and (f) and 1.17 of the Regulations promulgated under the Commodity Exchange
Act, provided that (i) any requirement specified in said Sections 1.10 or 1.17 concerning
filing with or reporting to the Commission or the approval of the Commission shall not
be considered a requirement of the Corporation; and (ii) any reference to a “designated
self-regulatory organization” or “self-regulatory organization of which an FCM is a
member” shall mean the Corporation unless the Corporation has notified any such
Member Firm that this term shall mean another “self-regulatory organization”.

A2
NY12528:257556.13


NYBOT
DEFINITIONS

* * *
Board

The term "Board" shall mean the Board of Directors of the Exchange. Any reference to
"Board of Governors” in the Rules shall also mean the Board of Directors of the Exchange.

Carrying Member

The term "Carrying Member" shall mean a Futures Commission Merchant that carries one or
more Customer Accounts.

Claim Notice

The term "Claim Notice" shall mean a notice of claim against the proceeds of sale of a
Trading Membership or Trading Permit as provided in the Rules.

Class

The term "Class" shall mean, with respect to any Option, a Put Option or a Call Option
covering the same Underlying Futures Contract.

* 8 ok
Conferring Member

The term “Conferring Member” shall mean, with respect to a Member Firm, each Trading
Member who satisfies the criteria specified in Rule 2.09.

* * *
Governor

The term “Governor” shall mean a member of the Board of Directors of the Exchange.
Grantor

The term "Grantor" shall mean, with respect to any Option, the Floor Broker granting an
Option on the Floor of the Exchange (either as agent or principal), until the time such Option is
accepted by the Clearing Organization. Thereafter, the term "Grantor" shall mean the Clearing
Member that cleared such Option for the Customer who granted it.

Guaranteed Member

The term "Guaranteed Member" shall mean any Trading Member, Permit Holder or Lessee
that is guaranteed by a Clearing Member pursuant to Rule 2.16.

ICE
The term "ICE" shall mean IntercontinentalExchange, Inc.
* 8 *
Lessee

The term “Lessee” shall mean an individual who leases a NYBOT Membership from the
owner thereof pursuant to the Rules.


4, Operation of New NYBOT

As previously noted, except for the CEO, the current officers of the
Exchange will become officers of New NYBOT, allowing for a seamless transition
following the merger. There will be no change to the market surveillance,
disciplinary, membership, arbitration and other self-regulatory processes in place
or the manner in which New NYBOT will continue to satisfy the core principles
under the CEA. Moreover, four of nine members of the initial board of directors
will qualify as “public directors” under the CEA and “independent” under NYSE
standards, and six of nine board members will have served as governors of
NYBOT and are thus fully versed in the self-regulatory operations of a contract
market. In that connection, NYBOT’s Compliance Regulatory Oversight
Committee, which is comprised of public directors, will remain a committee of
New NYBOT. NYCC will continue to serve as the clearing organization for
NYBOT products and continue to play an important role in performing risk
management, providing financial security to NYBOT markets and facilitating the
physical delivery and settlement of expiring contracts.

OPPOSING VIEWS

The Revised Bylaws and Rules were unanimously adopted by the NYBOT Board
of Governors on November 27, 2006, without the expression of opposing views.

'T PROVISI F THE EGULATIO}

Upon review of the CEA and Commission Regulations, we believe it is not
necessary for the Commission to amend or interpret any such rules or regulation
in order to approve the portions of this submission as to which approval is
requested.

CERTIFICATION

NYBOT certifies that the amendments to Chapters 3, 4, 20, 21, 22, Standing
Resolutions and Definitions submitted pursuant to Regulation §40.6 comply with
the requirements of the Commodity Exchange Act and the regulations
promulgated thereunder.

14


other and fungible
Rule 3.37. Committee on Ethics and Professionalism

(a) The Committee on Ethics and Professionalism shall be a Standing Committee and

shall consist of three (3) Ptbie—GovernersPublic Directors and two (2)
GovernorsDirectors who are not Public GovernorsDirectors.

(b) The Committee shall resolve all questions concerning the interpretation or
application of the Code of Ethics and Professionalism.

rpted by. mmber-f; 20045 i 2004
Rule 3.38. Emerging isstes-GommitteeReserved
Fhe-E ine Falt-be di d-shatt f
is ie
& re tre-Board—Phe-€ Seaton: tre-Beoard-with:
+5} i i tespeet
7 d-marketsh sh 1d i" "
EE ¥ F 1 fF
P 2A yr

Rule 3.39. Pulp Committee

(a) The Pulp Committee shall be an Exchange Committee and shall consist of such
number of individuals, as the Board shall determine from time to time, who are actively
engaged, or employed by a Firm which is actively engaged, in the pulp trade. Any such
individual may appoint another individual to act in his place at any meeting of the
Committee at which the Committee member is not in attendance, provided that such other
individual is an employee of the same Firm as the Committee member. (b) The
Committee shall advise the Board with respect 1o matters respecting Pulp Futures and
Options Contracts, ’

Rule 3.40. Regulatory Oversight Committee

(a) The Regulatory Oversight Committee shall be a Standing Committee and shall
consist of the Public Geverners Directors.

(b) The Committee shall oversee fulfillment of the Exchange’s compliance self-
regulatory obligations and advise the Board on all such matters.

(c) In furtherance of its responsibility to oversee the fulfillment of the Exchange’s self
regulatory function, the Regulatory Oversight Committee shall, among other things:

(i) review and make recommendation with respect to the responsibilities,
budget and staffing of the Market Regulation Department so that it is able to
fulfill its self-regulatory responsibilities;

(ii) review the functioning of the Market Regulation Department to determine
whether it is able to implement self-regulatory responsibilities independent of any

{ Deleted: Seven (7) members of the

| Pulp Committe shall consitute a quorum |
| forthe purpose of holding a meeting and
{transacting business §

Deleted: have the power to recommend
any additions, deletions or amendments
(to the Rules

Deleted: Any such addition, deletion or
amendment to the Rules must be
approved by the Committee prior to
‘consideration by the Board. The Board
shall not take any action respecting Pulp

| Futures and Options Contracts without
the prior approval of the Committee. The

| Committee must approve by a two-thirds
‘vote of those entitled to vote thereon, any
addition, deletion or amendment to any

| Rule respecting Pulp Futures and Options

(Contact,


The term “Respondent” shall mean a Member or non-member market participant who is the
subject of a disciplinary proceeding commenced in accordance with this Chapter.

( Service

The term "service" on any Person shall mean delivery in person, or by first class mail postage
prepaid, or by facsimile message ("FAX") to, in the case of a member, an address or a FAX
number on file with the Exchange in accordance with Rule 21.01(b) or, in the case of a non-
member market participant, to the last known address or FAX number. Service shall be complete
upon such delivery or facsimile transmission or upon mailing,

Rule 21.03. The Business Conduct Committee

(a) The Business Conduct Committee shall have the power to direct that an investigation of
any suspccted violation of the Rules be conducted by the Compliance staff, pursuant to Rule
21.02, and shall have the authority to hear any matter referred to it by the Executive Floor
Committee, provided, however, that any member of the Business Conduct Committee who is also
a member of the Executive Floor Committee and participated in such matter pursuant to Rule
21.25, shall be disqualified from serving on any panel of the Business Conduct Committee
hearing such matter.

(b) The Business Conduct Committee shall be divided into two (2) subcommittees. One (1)
subcommittee shall be chaired by the Chairman of the Business Conduct Committee, and the
other shall be chaired by the Vice Chairman of such Committee. Each subcommittee shall be
comprised of no less than eight (8) individuals, such that three are identified with the FCM/Trade
pacticipany interest, four (4) are identified with the Floor participant interest and one (1) is not a
Member. Five (5) subcommittee members shall constitute a quorum so long as there are in
attendance at least two (2) members identified with the Floor participant interest, two (2)
members from the FCM/Trade purticipant inicrest and one member who is not a Member.

(c) The Business Conduct Committee shall periodically receive and review the written reports
concerning possible Rule violations reported by the Compliance staff pursuant to Rule 21.02(b).
A subcommittee of the Business Conduct Committee shall conduct any review of a possible
violation under this Rule.

(d) If after initial review of an investigative report a subcommittee of the Business Conduct
Committee concludes that a rule violation may have occurred, it shall allow the Member or non-
member market participant an opportunity to present whatever evidence the Member or non-
member market participant may have. Such a presentation shall be conducted informally with no
transcript taken.

(©) In any case where a subcommittee of the Business Conduct Committee concludes that a
Rule violation may have occurred, such subcommittee of the Business Conduct Committee shall
advise the Member or non-member market participant of that fact and may:

(i) refer or return the matter to the Compliance staff with instructions for further action;

(ii) enter into or approve a settlement agreement with said Member or non-member market
participant which may provide for a penalty other than that recommended by the Compliance
staff, subject to the limitations set forth in subparagraph (e)(iv) of this Rule;

(iii) refer the matter to a formal hearing; or

(iv) negotiate and enter into a written settlement agreement with the Member or non-
member market participant, whereby the Member or non-member market participant, with or
without admitting guilt, may agree to:

(1) a cease and desist order or a reprimand;

{Deleted: Membershi



trading fee for such product (except in accordance with bona fide market making
programs).

Discounts

New NYBOT is required to offer a 20% discount on Exchange and clearing
fees for proprietary trading by the holders of NYBOT Memberships and firms
that were member firms of NYBOT at the time of the signing of the Merger
Agreement (”NYBOT Member Firms”) for transactions made in Existing
Products, whether executed electronically or by open outcry. The right to receive
the discount terminates with respect to trades executed electronically upon the
first “transfer” of the trading right. The holders of NYBOT Memberships and
NYBOT Trading Permits, as well as NYBOT Member Firms and lessees will also
benefit from a “most-favored-nation” status that will entitle them to pay the
lowest customer rate charged by New NYBOT for electronic transactions in
Existing Products. Subject to certain exceptions, the right to receive this “most
favored nation” status terminates upon the first transfer of the NYBOT
Membership or NYBOT Trading Permit.

Listing of New C

Unless the trading or clearance of a new contract would violate applicable
laws or regulations, New NYBOT may trade (1) any derivative of a contract for a
core product (such as a “mini or maxi contract”) proposed by ICE, and no such
new contract will be subject to the $1 surcharge; (2) any new contract proposed
by ICE that is not a derivative contract for a core product, unless the board of
directors of the surviving corporation determines that trading or clearing such
new contract would materially and adversely affect the long-term business of
New NYBOT; and (3) all contracts traded by ICE or ICE Futures as of September
14, 2006 and all contracts for energy products traded by ICE or ICE Futures
thereafter, upon the request of ICE, unless the trading or clearance of such
contracts would violate any contract that New NYBOT was a party to as of
September 14, 2006, and which New NYBOT remains subject to at the time such
products are to be traded.

Amendment of Bylaws.

The board of directors of New NYBOT and its stockholder(s) may adopt
additional bylaws, and may amend or repeal any bylaws, whether or not
adopted by them, at any time. However, until July 1, 2013, certain provisions of

10


implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of FCOJ Futures and Options Contracts and/or NFC Futures
and Options Contracts by open-outcry versus electronic trading, or with respect to any other
Commodity Contract or other operations of the Exchange. In the event that the Exchange is
trading FCOJ Futures and Options Contracts and/or NFC Futures and Options Contracts both by
open-outcry and electronically, the Committee shall take all action reasonably necessary to ensure
the terms of both the open-outcry and electronically-traded versions are consistent with each
other and fungible.

Rule 3.08. Cocoa Committee

(a) The Cocoa Committee shall be an Exchange Committee and shall consist of (i) nine
members, to be selected by ICE, who are actively engaged, or employed by a firm that is actively
engaged, in the cocoa industry; (ii) three Floor Brokers in the cocoa industry; (iii) two members
who are Affiliated Persons of FCMs; and (iv) one member representing an asset management
firm advising investment funds or separate accounts that trade in the cocoa industry or a
proprietary trading desk of an investment bank. The Cocoa Committee shall be composed of at
least two-thirds of NYBOT Members or individuals associated with NYBOT Member Firms.
Unless the Board of Directors of NYBOT otherwise determines, each member of the Committee
filling one of the memberships designated in clause (ii) or (iii) of this Rule 3.08(a) shall be a
NYBOT Member or an Affiliated Person of a NYBOT Member Firm. Any member of the
Committee designated in clause (ii) or (iii) of this Rule 3.08(a) who fails to remain a NYBOT
Member or an Affiliated Person of a NYBOT Member Firm shall be disqualified from serving on,
and shall promptly resign from, the Committee, Except as specifically set forth herein, the Board
of Directors of NYBOT shall appoint all members of the Committee.

(b) ICE may appoint one or more non-voting observers (each, a “Trade Committee Observer”)
to the Committee. Each Trade Committee Observer shall be entitled to (i) receive written notice
of each meeting of the Committee and (ii) attend and observe all meetings of the Committee. All
such Trade Committee Observers will be entitled to receive any and all written materials
delivered to the members of the Committee in connection with any meeting of the Committee at
the same time and in the same manner as such materials are delivered to the members of the
Committee.

(c) The Committee shall have and may exercise only the power or authority of approving or
rejecting any modifications to the contractual terms and conditions respecting Cocoa Futures and
Options Contracts. Any such modifications may be implemented only if approved by the
Committee by a two thirds vote of the members present at a meeting at which a quorum is
present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the
implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of Cocoa Futures and Options Contracts by open-outcry
versus electronic trading, or with respect to any other Commodity Contract or other operations of
the Exchange. In the event that the Exchange is trading Cocoa Futures and Options Contracts
both by open-outcry and electronically, the Committee shall take all action reasonably necessary
to ensure the terms of both the open-outcry and electronically-traded versions are consistent with
each other and fungible.

Rule 3.10. Coffee Committee

(a) The Coffee Committee shall be an Exchange Committee and shall consist of (i) nine
members, to be selected by ICE, who are actively engaged, or employed by a firm that is actively
engaged, in the coffee industry; (ii) three Floor Brokers in the coffee industry; (iii) two members


| (fe "Contract market" shall mean an exchange designated by the Commodity Futures Trading
Commhission as a contract market under the Commodity Exchange Act.

(O "Allowable Claim" shall mean a Claim for losses arising directly from (i) any order or
Transaction for the purchase, sale, exercise or expiration of an Exchange Futures Contract or
Exchange Option, (ii) any cash market transaction which is part of, or directly connected with,
any Transaction, (iii) any documented loan made to a Member by his Clearing Member guarantor
for the express purpose of acquiring a Membership and (iv) the performance of the Clearing
Member guarantor’s obligations pursuant to the terms of its Guaranty Agreement. An Allowable
Claim shall not include legal or other incidental expenses incurred in connection with any such
losses or with the events giving rise to any such losses.

‘oe * *

Rule 20.08. Failure to Comply With Award

(a) Any Member in whose favor an award has been rendered pursuant to this Chapter shall
promptly notify the Assistant Corporate Secretary of the Exchange, in writing, if the award is not
complied with. Any Member, who fails to comply with the terms of an award rendered against
such Member, shall be subject to the procedures set forth in this Rule. Specifically, upon receipt
of a notice or information indicating that a Member has failed to comply with the terms of an
award rendered against such Member, the Exchange shall notify such Member against whom or
which the award was rendered of the Exchange's intention to suspend his or its privileges as a
Member and afford the Member an opportunity to be heard by a panel of the Arbitration
Committee appointed by the Chairman for the sole purpose of proving that the award has been
satisfied, provided that the Secretary of the Exchange receives a written request from the Member
for such a hearing within five (5) Business Days after receipt of such notice by the Member.
Failure to so request such a hearing shall be deemed an acknowledgment by the Member that the
award has not been complied with. Any such hearing shall be conducted in accordance with such
procedures as the Panel shall determine. The Panel shall consist of no less than three (3) members
of the Arbitration Committee. Following any such hearing, the Panel shall determine whether the
Member has failed to timely satisfy the award and shall promptly advise the Exchange, and all
parties in the proceeding, of its determination.

(b) If the Panel shall find, or if a Member shall acknowledge that he or it has failed to comply
with any award rendered pursuant to this Chapter when and as provided by such award, the
Member shall be automatically suspended and shall remain suspended until the award is complied
with and the suspended Member is reinstated, as provided in Rule 21.35.

(c) If a Member suspended pursuant to paragraph (b) of this Rule fails to comply with the
arbitration award upon which such suspension was based within thirty (30) days following the
effective date of the suspension:

(i) the Member shall be expelled or, in the case of a Member Firm, member privileges
terminated; and

(ii) his Membership and Required Shares. if any, or in the case of a Member Firm, the
Memberships and Required Shares of the Soni Members, sold and the proceeds paid
and applied as provided in Rule 21.36.

Amended-by the Board-on- September 22,2004; effective September 24;2004-[44 (a) and-(b)].
Amended-by the Board Sep 2005; P 20051 a)].
NYBOT

DISCIPLINARY RULES



(b) The Exchange shall be entitled to treat the person in whose name any NYBOT
Membership is registered on the books of the Exchange as the sole owner thereof, for all
purposes, and shall not be bound to recognize any Claim to, or interest in, such Membership,
except as provided in the Rules, on the part of any other Person, whether or not the Exchange
shall have notice thereof,

(c) Notwithstanding the above, a NYBOT Membership may be considered an asset of a
Member Firm by the Member Firm provided (i) such Member Firm enters into an A-B-C
Agreement with an individual NY BOT Member who is an officer, general partner or employee of
such Member Firm or an Affiliated Firm and (ii) such A-B-C Agreement has been approved by
the Exchange prior to becoming effective.

(d) A NYBOT Membership subject to the provisions of an A-B-C Agreement in accordance
with this Rule may not be transferred unless and until the Member Firm that is party to such
agreement submits written notice to the Exchange acknowledging notification of such transfer.

Rule 2.26. Sole Membership Transfer Procedure

(a) Ifa NYBOT Member wishes to transfer a NYBOT Membership and such Membership is

the only NYBOT Membership owned by such Member, such Membership shall not be transferred
unless and until:

(i) a "Notice of Intention to Transfer" signed by the NYBOT Member or his legal
representative shall be given to the Exchange at least fifteen (15) days prior to the intended
effective date of the proposed transfer. Such notice shall include the date on which the
NYBOT Membership rights and privileges of the transferor shall cease and the date on which
the transfer is to become effective. A NYBOT Membership subject to the provisions of an A-
B-C Agreement may not be transferred unless and until the Member Firm that is party to such
agreement submits written notice to the Exchange acknowledging notification of such
transfer. The Exchange shall notify the Members of the receipt of such Notification of
Intention to Transfer no less than ten (10) days prior to the intended effective date of such
transfer by posting such notice on the Member Page of the Exchange's website;

(ii) Any investigation commenced by the Compliance Department with respect to such
Member has been concluded and any resulting disciplinary actions have been completed;

(iii) All Claims of the Clearing Member guarantor of such Member, if any, arising directly
from (A) any payment by such guarantor pursuant to the guarantee, or (B) the clearance by
such Clearing Member guarantor of any Transaction executed by such Member on the
Exchange or subject to the Rules, which in either case are filed with the Exchange within ten
(10) days after the Exchange has posted notice of the receipt of the Notice of Intention to
Transfer on the Member page of the Exchange's website, have been paid or resolved in
accordance with the Rules;

(iv) All Allowable Claims of Members against such Member filed with the Exchange
within ten (10) days after the Exchange has posted notice of the receipt of the Notice of
Intention to Transfer on the Member page of the Exchange's website, have been paid or
resolved in accordance with the Rules; and

(v) All dues and assessments levied by the Clearing Organization or the Exchange with
respect to the NYBOT Membership sought to be transferred have been paid and all fines and
fees imposed or charges assessed by the Clearing Organization or the Exchange against the
NYBOT Member whose NYBOT Membership is to be transferred have been paid in
accordance with the Rules.

(b) Notwithstanding the fifteen-day requirement in subparagraph (a)(i) of this Rule, subject to
the approval of the President, a Notice of Intention to Transfer a Membership may be given to the
Exchange less than fifteen (15) days prior to the intended effective date of the transfer and the


Permit Holder

Person

Physical Emergency

Position

Premium

President

Principal

Public Director

Pulp

Purchaser

Put Option

Required Shares

Respondent

Reverse Conversion

Rule or Rules

Secured Loan

Series

Settlement Premium

Settlement Price

Straddle

Striking Price

Sugar No. 118“

Sugar No. 14TM

Trade Committee

Trade or Transaction

Trading Floor

Trading Member

Trading Membership

Trading Permit

Underlying Futures
Contract


(iv) Attend an ethics course as required by CFTC or National Futures Association
regulations; and

(v) Attend a sexual harassment awareness course sponsored by or acceptable to the
Exchange as may be determined by the President, in his sole discretion, within three (3)
months of admission to Membership; and

(vi) Prior to being granted floor trading privileges, successfully complete the Exchange's
Floor Trading course; provided, however, that the Floor Trading Privileges Committee may,
in its sole discretion, waive any part, or all, of such training course for a particular Member.

(b) The floor trading privileges of any Member who fails to attend the sexual harassment
awareness course as prescribed in subparagraph (a)(v) of this Rule shall be automatically
suspended until compliance with such requirement has been satisfied; provided, however, that the
President in his sole discretion may extend the period of time to satisfy such requirement.

Rule 2.19. Application

(a) A Person applying for floor trading privileges must file with the Exchange an application
for floor trading privileges in the form supplied by the Exchange, accompanied by an
unconditional guarantee by a Clearing Member and a sponsor statement from two (2) NYBOT
Members who have been granted floor trading privileges and have been NYROT Members for at
least six (6) months preceding the date of the applicant's application for floor trading privileges.

(b) Incomplete applications shall be kept on file for two (2) months; thereafter, such
applications shall be deemed withdrawn and an applicant must submit a new application.

(i) The extent and nature of prior experience on the Trading Floor as either a Floor Broker
or a Clerk.

(ji) The extent and nature of prior experience at other commodities or securities exchanges
as a floor broker or a clerk.

(iii) The extent and nature of business experience in dealing in the physical commodities
traded on the Exchange.

(iv) Compliance with such additional requirements, if any, as the Board may prescribe for
trading Exchange Options.

(b) If in any case the Floor Trading Privileges Committee concludes that, in order for an
applicant to be eligible for floor privileges, such applicant should spend some period of time as an

observer on the Floor of the Exchange, the Floor Trading Privileges Committee may specify such
period and so advise the applicant.

(c) In order for an applicant to gain access to the Trading Floor, the applicant must have one
(1) of his sponsors sign the applicant onto and off the Trading Floor and sign an agreement with
the Exchange in which such sponsor agrees to supervise the applicant and be fully responsible for
any and all actions of the applicant while the applicant is on the Trading Floor.

(d) If in any case the Floor Trading Privileges Committee concludes that, in order for an
applicant to be eligible for floor trading privileges, such applicant should spend some period of
time receiving individual instruction, the applicant's sponsors shall be responsible for providing
such instruction and reporting back to the Committee.

(©) The Floor Trading Privileges Committee will decide whether or not to grant the
application, based upon the information contained in the application and such other matters as the
Committee may consider relevant. The Committee decision shall be the final action of the
Exchange.


(j) has been individually, or as a Principal of a Firm that has been, subject to any liquidation,
arrangement, reorganization, receivership, assignment for the benefit of creditors or other
bankruptcy or insolvency proceeding, under state or federal law, within the past ten (10) years;

(k) has engaged in an established pattern of failure to pay just debts; or

(I) fails to meet such other qualifications as the Board may from time to time determine are in
the best interests of the Exchange.

MEMBER FIRMS

Rule 2.09. Eligibility for Member Firm Privileges

(a) Any Firm shall be eligible to receive Member Firm privileges provided that at least one
(1) of its general parters, directors, officers, members, executive employees or managers (a
“Conferring Member) (i) is a fulktime employee of such Firm or an Affiliated Firm thereof
and is not employed by any other Person; (ii) is aTrading Member in good standing and (iii) has
and exercises authority over the affairs of the Firm directly related to the Firm's activities on the
Exchange, satisfactory to the Membership Committee.

(b) A Member who is a special or limited partner in a Firm may not confer any of the
privileges of the Exchange on such Firm,

(c) A Member cannot confer Membership privileges upon more than one (1) Firm at any one
(1) time.

Rule 2.10. Application for Member Firm Privileges

(a) To obtain Member Firm privileges, a Firm shall file with the Exchange an application for
Member Firm privileges in a form approved by the Board, accompanied by a non-refundable
application fee in the amount specified by the Board, and such other documents as the Exchange
may deem necessary or appropriate, which documents shall include, but shall not be limited to:

(1) an agreement whereby the Firm shall agree to abide by and be subject to the Rules;

(2) an agreement in a form prescribed by the Exchange, signed by the Conferring Member,
making the proceeds from the sale of his Trading Membership i

i if appli vailable for settlement of Exchange, Clearing Organization
and Members’, Claims against such Firm and against any Affiliated Firms of such Firm that
are entitled to Member Firm rates on contract fees in accordance with Standing Resolution
No. R-6, but which are not themselves Member Firms, and against such Member as
prescribed in such agreement; provided, however, that any Member Firm, which has more
than two (2) Persons who are Lessees and are either partners, shareholders or employees
soliciting or accepting orders from or executing Transactions for other Persons, must file with
the Exchange duly executed Conferring Agreements with respect to two (2)_Trading
Memberships;

(3) in the case of a parmership, a copy of the partnership agreement together with any
amendments thereto, certified by a general partner;

(4) in the case of a corporation, a copy of the certificate of incorporation, including all
amendments thereto, the by-laws, and a resolution of the board of directors thereof
authorizing the application for Member Firm privileges, duly certified by the secretary of
the corporation;

(5) in the case of a limited liability company ("LLC"), a copy of the articles of
organization and operating agreement, and all amendments thereto, duly certified by an
authorized member or manager thereof, and


meeting of the Board of Directors a quorum shall not be present, the members of the
Board of Directors present may adjourn the meeting from time to time until a quorum
shall be present.

Section 4.6 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice
Chairman of the Board by the Chief Executive Officer, or in their absence by a Chairman
chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant
Secretary, shall act as Secretary of the meeting, but in the absence of the Secretary and
any Assistant Secretary the Chairman of the meeting may appoint any person to act as
Secretary of the meeting.

Section 4.7 Action by Written Consent. Any action required or

permitted to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all of the members of the Board of Directors or of such
committee, as the case may be, consent thereto in writing or by electronic transmission
and the writing or writings or transmission or transmissions are filed with the minutes of
the Corporation. Such filing shall be in paper form if the minutes are maintained in paper
form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.8
Communication. Members of the Board of Directors, or of any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors or of such
committee, as the case may be, by means of conference telephone or other
communications equipment by means of which all persons participating in the meeting
can hear each other, and such participation in a meeting shall constitute presence in
person at the meeting.

ARTICLE V
COMMITTEES OF DIRECTORS.

Section 5.1 Composition. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors 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. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.

Section 5.2 Scope of Authority. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to
all papers that require it; but no such committee shall have such power or authority in
reference to the following matters: (a) approving or adopting, or recommending to the

8
NY 12528:257556.13


Il. Bylaws and Annexes

The provisions of the Bylaws and Annexes to the Bylaws pertaining to the
composition of the Board of Directors, the NYBOT Designees, NYBOT Memberships,
NYBOT Member Firms, and NYBOT Trading Permits, the limitations on electronic
trading of Core Products, for so long as open-outcry trading is required under the Bylaws,
maintaining a disaster recovery site for open-outcry trading under Annex B and
dedicating financial and technical resources to support and maintain open-outcry trading
as set forth in Annex B, the Transaction fees and discounts set out in paragraphs (b) and
(c) of Section 4 of Annex A to the Bylaws and in Section 4 of Annex B to the Bylaws,
eligibility to be a Clearing Member, Trade Committee composition and Trade Committee
control over the terms and conditions of the Core Products within their jurisdiction.

F-2
NY12528:257556.13


Grantor

The term "Grantor" shall mean, with respect to any Option, the Floor Broker granting an
Option on the Floor of the Exchange (either as agent or principal), until the time such Option is
accepted by the Clearing Organization, Thereafter, the term "Grantor" shall mean the Clearing
Member that cleared such Option for the Customer who granted it.

Lessee

The term “Lessee” shall mean an individual who leases ee-Equitya NYBOT Membership oF
Fradime-Permit-from the owner thereof pursuant to the Rules.

Lessor

The term “Lessor” shall mean an individual who leases ae-Equitya NYBOT Membership ora
Fradimge-Permit-of which he is the owner to another individual who thereby becomes the Lessee of
such EquityNYBOT Membership-orFrading Permit

Member

The term “"MemberTM” shall mean and include a Permit Holder, Lessee, Member Firm and at

EquityZrading Member.
Member-Elect

The term "Member-Elect” shall mean any individual applying to become an-Fawitya Trading
Member, Permit Holder or Lessee whose application has been approved in accordance with the
Rules but who has not yet acquired a Trading Membership_Trading Permit or secured a
Eeaselease ofa NYROT Membership,

Member -Firm

The term “Member FirmTM shall mean any partnership, corporation, limited liability
company, sole proprietorship or other entity to which Exchange privileges have been conferred
by a Trading Member er-Permit Holderwho isan Affiliated Person of such firm in accordance
with the Rules,

Membership

The term “Membership” shall mean and-inehide-en-Equityany Trading Membership-and-e,
any Trading Permit and any lease of a NYBOT Membership.



(f) No Floor Broker, upon receiving separate orders for FCOJ Futures Contracts for the same
or different Customers, may combine and execute such orders as a FCOJ Combination
Transaction but must execute each order separately.

Amended by the Board February-16; 2005; effective March +4, 2005-4 {a}.

NYBOT
ARBITRATION RULES

Rule 20.00. Quorum and Disqualification

(a) An individual shall be disqualified from taking any action as a member of the Arbitration
Committee or as an arbitrator prescribed in the Arbitration Rules if such individual or an
Affiliated Firm has an interest in the Claim or dispute. Any member of the Arbitration Committee
may disqualify himself for any reason he deems appropriate. Each member of the Arbitration
Committee or arbitrator appointed to hear and determine a Claim or grievance shall conduct
himself in a manner consistent with the ABA/American Arbitration Association's "Code of Ethics
for Arbitrators in Commercial Disputes” and shall disclose to the Chairman of the Arbitration
Committee, who shall thereafter advise the parties to the arbitration, at any stage of the
arbitration, any past or present, direct or indirect financial, business, professional, family or social
relationship which is likely to affect an appearance or which might reasonably create an
appearance of partiality or bias.

(b) If the Chairman of the Arbitration Committee is disqualified or is unavailable, the Vice
Chairman of the Arbitration Committee shall act as Chairman. If both the Chairman and the Vice
Chairman of the Arbitration Committee are disqualified or are unavailable, the Chairman of the
Board of Governors shall appoint another member of the Arbitration Committee to act as
Chairman.

(c) The lesser of a majority or three (3) members of the Arbitration Committee shall
constitute a quorum for the transaction of business. Any action taken by a vote of the majority of
the Arbitration Committee members present at a meeting at which a quorum is present shall be
deemed to be a valid action of the Arbitration Committee.

Atended-bythe Hoard September Ht, 2008: effective September 1, 2005 (a) through ()).
Rule 20.01. Definitions

Unless otherwise indicated, the following terms shall, for the purposes of these Arbitration
Rules, have the following meanings:

(a) "Claims or grievance” shall mean any dispute which arises out of any Transaction on or
subject to the Rules executed by or effected through a Member or any employee of such Member,
which dispute does not require for adjudication the presence of essential witnesses or third (3
parties over whom the Exchange does not have jurisdiction or who are otherwise not available.

The term "Claim or grievance” shall not include disputes arising from cash market transactions
which are not a part of, or directly connected with, any Transaction.

(b) "Customer" small mean any Person with a Claim or grievance against a Member or any
employee of such Member; provided, however, that it shall not include Members.

(c) "Claimant" shall mean a Person who asserts a Claim pursuant to these Arbitration Rules,

(d) "Respondent" shall mean a Person against whom a Claim is asserted pursuant to these
Arbitration Rules.

‘Deleted: “Member” shall include

| individual Members ofthe Exchange and

‘Member Firms.4]

4


Section 3.5 | Adjournment. Any meeting of stockholders, annual or
special, may be adjourned from time to time in accordance with Section 3.6 hereof, to
reconvene at the same or some other place, if any, and notice need not be given of any
such adjourned meeting if the time and place thereof, and the means of remote
communications, if any, by which stockholders may be deemed to be present in person
and vote at such meeting, are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more than thirty
(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 stockholder of record
entitled to vote at the meeting in conformity with the requirements of these Bylaws.

Section 3.6 Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board
by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the
Board by the Chief Executive Officer, or in the absence of the Chief Executive Officer by
a Vice President, or in the absence of the foregoing persons by a Chairman designated by
the Board of Directors, or in the absence of such designation by a Chairman chosen at the
meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall
act as Secretary of the meeting, but in the absence of the Secretary and any Assistant
Secretary the Chairman of the meeting may appoint any person to act as Secretary of the
meeting. The order of business at each such meeting shall be as determined by the
Chairman of the meeting. The Chairman of the meeting shall have the right, power and
authority to adjourn a meeting of stockholders for a reasonable period of time to another
place, if any, date and time, and to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct of the
meeting and are not inconsistent with any rules, regulations or procedures adopted by the
Board of Directors pursuant to the provisions of the Certificate of Incorporation,
including, without limitation, the establishment of procedures for the maintenance of
order and safety, limitations on the time allotted to questions or comments on the affairs
of the Corporation, restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls for each item
upon which a vote is to be taken.

Section 3.7 Vote; Proxies. Unless otherwise provided in the Certificate
of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be
entitled to one (1) vote for each share of stock held by such stockholder which has voting
power upon the matter in question. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing without a
meeting may authorize another Person or Persons to act for such stockholder by proxy,
but no such proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in
law to support an irrevocable power, regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the Corporation generally. A
stockholder may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation. Voting at

3
NY12528:257556.13


be elected to Membership; provided, however, that a suspended Member's application for
reinstatement shall be treated in accordance with the Rules of the Exchange conceming the
reinstatement of suspended Members, and an expelled Member's application for readmission:

(i) shall only be considered if notice thereof shall have been included in written notice of
the meeting, which shall have been given at least three (3) days in advance thereof; and

(ii) shall require the affirmative votes of three-fourths of the Board members present to
effect a readmission.

(c) In the event that the Membership Committee recommends to the Board denial of an
application or the Board intends to deny such an applicant, the applicant shall be given notice
thereof and an opportunity to be heard by the Board, or a Special Committee designated for this
purpose by the Board, to present evidence as to why the application should not be denied,
provided that the Secretary of the Exchange receives a written request from the applicant for such
a hearing within ten (10) days after the receipt of such notice by the applicant. If a hearing is held
before a Special Committee designated by the Board pursuant to this paragraph (c), such Special
Committee shall report its findings and conclusions to the Board.

(d) Any application rejected by the Board shall not be reconsidered for one (1) year.

A + d-for-Membersitip-shall-be-deemed 1-for-alt 6
¢ PP PP f PF
Pt that re r
fk fore Members he-fe bathe 4 1
re iptyP suppl si
y PPreT

Rule 2.08. Conditions for Denial

The Exchange may deny Membership or reinstatement to any applicant seeking approval as.a
ber TE Hc Lessee. who:

(a) does not meet any of the qualifications for Membership, or does not follow the procedures
for application, set forth in these Rules;

(b) has been denied registration or whose registration has been revoked or is currently
suspended by the CFTC or by the Securities and Exchange Commission;

(c) has been convicted of any felony or misdemeanor;

(d) has been enjoined by order, judgment or decree of any court of competent jurisdiction or
of the CFTC or the Securities and Exchange Commission or of any state securities authority or
agency from engaging in or continuing any conduct or practice in connection with the purchase or
sale of any Commodity, security, option or similar instrument;

(e) is or has been subject to an order of the CFTC denying trading privileges on any contract
market to the applicant, or suspending or expelling the applicant from membership on any
contract market;

(f) has ever been or is suspended or expelled from any commodity or securities exchange,
related clearing organization, the National Futures Association, the National Association of
Securities Dealers, Inc., or any other self-regulatory organization or other business or professional
association for violation of any rule of such organization;

(g) has accumulated a disciplinary or arbitration record at any exchange, association or
similar tribunal which record is judged by the Membership Committee or the Board to be such
that membership for the applicant would not be in the best interests of the Exchange;

(h) is subject to any material unsatisfied liens or judgments;

(i) has made any false statement in or in connection with any application filed with the
Exchange;


directors may from time to time determine. However, any such other Trading
Permits may not include the right to execute transactions on the trading floor.

Trading Memberships and Trading Permits will exist as a matter of
contract only and the holders thereof will not constitute stockholders of New
NYBOT, and will have only such rights and privileges as are set forth in the
Rules or prescribed by the Board of Directors of New NYBOT. Therefore, they
will not have any voting rights in New NYBOT or the right to receive any
distributions of cash, securities or other property. Accordingly, the holders of
Trading Memberships and Trading Permits will have a status similar to that of a
permit holder under the current NYBOT bylaws and rules.

Transfer of Tradine Membershi Trading Permi

The acquisition, transfer and sale of NYBOT Memberships and NYBOT
Trading Permits, and the leasing of NYBOT Memberships will be subject to the
procedures specified in Chapter 2 of the amended Rules. Each transferee of a
NYBOT Membership or NYBOT Trading Permit will be required to execute
documentation as specified by New NYBOT from time to time.

Clearing Members

NYCC will be the designated clearing organization for New NYBOT. In
order to be eligible to be a clearing member after the completion of the merger, a
firm will be required to hold, and grant a security interest to New NYBOT and
NYCC in, at least 21,078 shares of ICE Common Stock, in addition to holding the
requisite number of NYBOT Memberships specified in Chapter 2 of the amended
Rules. Clearing members will also have to satisfy the minimum capital and other
requirements for clearing members that currently exist in the bylaws and rules of
NYCC.

mmitment t n Out rading; Di: T Vv.

New NYBOT may terminate open outcry trading of any futures contracts
that are not core products by majority vote of the board of directors. However,
New NYBOT will be restricted from terminating open outcry trading of core
products, unless (1) its lease with respect to the trading floor located at the World
Financial Center expires or is terminated (other than as a result of a breach by
New NYBOT or a voluntary termination by it); (2) the public directors, by the


respecting Cotton, Futures and Options Contracts. “Any such mosifications ma z

{ Deleted: to recommend any additions,
{deletions or amendments to the Rules

implemented only if approved by the Committee , by a two thirds vote of the members

present ata mecting al which a quorum is present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws
r > the By oo_sha the pow a
prevent the implementation of a decision by the Board with respect to, or cor reject
any proposed changes with respec! to the trading of Cotton Futures and Option:
ty by yous electronic trading, or with respect to_any_ oth
Commodity Contract or Father openiions of the Exchange, In the event that the Esxchang
is tudinyCotlon Futures and Options Contracts both by epen-ouiery and electronically

[ Deleted: addition, deletion or
[amendment to the Rules must be

Deleted: prior to consideration by the |
Board. The Board shall not take any |
action respecting the Cotton Furures and

ions Contracts without prior approval

| ofthe Commitee The Committee must

approve
(Deleted: those entitled 1o vote thereon

——_—_aS

{ Deleted: any addition, deletion or

| amendment to any Rule respecting Cotton
Furures and Options Contracts.

the Commitige shall take all action reasonably necessary to ensure the terms of both the
epen-outery and eleeivomeally-taded_ versions are consistent with cach other_and

fungilble

Rule 3.14. Cotton Warehouse and Delivery Committee

(a) The Cotton Warehouse and Delivery Committee shall be an Exchange Committee
and shall consist of-at-h +4} f+the-Beard-and no less than ten (10) and
no more than thirty (30) ether-Persons; as determined by the Board, at least two-thirds of
whom shall be Eqt#tyNYBOT Members.

(b) The Committee may act as a whole or by multi-person panels appointed by
the Chairman.

(c) Only Persons who are NYBOT Members shall be entitled to vote at
Committee Meetings; provided, however, that any member of the Committee, when
serving on a panel, shall be entitled to vote on matters properly coming before such
panel.

(d) Six (6) voting members of the Committee, or a majority of a panel consisting of
Persons no less than two-thirds of whom are_NYBOT Members, shall constitute a
quorum and, unless otherwise directed by the Chairman, the Committee or panel shall
report to the Board on such matters as deemed necessary.

(e) The Committee shall provide inspection service and supervision of certificated
cotton for each point of delivery as required.


NY12528:257556.13

ANNEX A
TRADING MEMBERSHIPS AND TRADING PERMITS

Section | Issuance of Trading Memberships and Trading Permits.

(a) Trading Memberships.

(i) The Corporation shall issue to each Former Member (and to no
other Person) a NYBOT Membership upon receiving from such Former
Member properly completed, executed copies of such NYBOT
Membership application documentation as the Corporation shall have
requested and delivered to such Former Member prior to the Effective
Time. A NYBOT Member shall own, at all times, three thousand one
hundred sixty two (3,162) shares of common stock, par value $0.01 per
share, of ICE (“ICE Common Stock”) (as adjusted for reclassifications,
stock splits (including reverse stock splits), stock dividends or
distributions, recapitalizations or similar transaction) for each NYBOT
Membership held by such NYBOT Member. Any NYBOT Member that
fails to hold such requisite number of shares of ICE Common Stock shall
have such NYBOT Membership revoked and permanently cancelled.
Each NYBOT Member shall grant to the Exchange a security interest in
all of such shares of ICE Common Stock as provided in the Rules ina
manner, and pursuant to arrangements, required by the Corporation. Each
NYBOT Member shall have the right to execute trades in all Existing
Products, to the extent that such Existing Products are then traded by the
Exchange.

(ii) | The Corporation may issue other Trading Memberships in such
numbers and for such consideration as the Board of Directors may from
time to time determine, subject to these Bylaws and the Rules, provided.
however, that any Trading Membership issued other than pursuant to
paragraph (a)(i), above, shall not include the right to execute Transactions
on the Exchange trading floor.

(b) Trading Permits.

(i) The Corporation shall issue NYBOT Trading Permits to each
Former Permit Holder (and to no other Person), upon receiving from such
Former Permit Holder properly completed, executed copies of such
Trading Permit application documentation as the Corporation shall have
requested and delivered to such Former Permit Holder. Each such
NYBOT Trading Permit shall be limited to the specific Commodity
Contracts for which such Former Permit Holder had trading rights
immediately prior to the Effective Time.

(ii) The Corporation may issue other Trading Permits in such numbers
and for such consideration as the Board of Directors may from time to

time determine, subject to these Bylaws and the Rules, provided, however,
A-l


(6c) The Committee shall have_and_may exercise only the power_or_authorily ,
approving or rejecting any modifications to the contractual terms _and_conditions , {Deletes: to recommend any additions,
respecting Cocoa Futures and Options Contracts. Any such modifications may be (cebalont cc nations othe aes

: 4 SS
implemented only if, approved by the Committee py a two thirds vote of the member Deleted: addition, deletion or |
resent ai a meeting at which a quorum is present amendment tothe Rules must be y
8 Deleted: prior to consideration by the
(a) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws cota erp te Conse Pane and
ox Annis Ct the Hal the-Commis shall notice paai-ox auony jptions Contracts without prior approval
prevent the implementation of a decision by the Board with respect to. or make or reject, othe Commins The Committee must
any_proposed changes with reapectio the wading of Cocos Futures and Options cls ee =
~ the ith
by open-outery versus election trading, or with respect to_any other Commodits | Debate ies exited is eed thiseog 1)

operations of the Exchange. lo the vent thatthe Exchange is wading a 4
Cocoa Futures and Options Contracts both by open-outery and electronically, the [ Deleteds any addition, dele

uw co _shall take all uetion reasonably pecessary lo ensure the terms of both the | Futures and Options Contracts. J
open-outcry and clectronicaliv-traded versions are consistent with each other and
fungible

Rule 3.10. Coffee Committee



‘An agreement to renew an existing lease shall be submitted to the Exchange at least fifteen
(15) calendar days prior to the expiration date of the existing lease. Failure of the parties to
submit such renewal agreement shall cause the automatic suspension of the Lessee's floor trading
privileges ten (10) calendar days prior to such lease expiration date unless a new lease agreement
for the-same—type-efNYBOT Membership with another Lessor has been approved by the
Exchange, or the-same-type-ofa NYBOT Membership has been transferred to such Lessee, prior
to commencement of the ten (10) day period preceding the expiration of the lease. If the Lessee's
floor trading privileges are suspended pursuant to the previous sentence, and if the Lessee
receives Exchange approval of the renewal of an existing lease or of the lease of the-same-ype
efa NYBOT Membership to him or has the-seme-type-ofa NYBOT Membership transferred to
him during the ten-day period prior to expiration of an existing lease, the Lessee's floor trading
privileges shall automatically be reinstated.

PriH43; 2005; pri 22, HEED

NYBOT MEMBERSHIP SALES AND TRANSFERS
Rule 2.24 Security Interest and Disposition of Proceeds from Sale of a Membership

(b).The distribution by the Exchange of the proceeds from the sale of a NYBOT Membership
or of funds deposited with the Exchange pursuant to Rule
2.26(b) shall be made as follows:

(ji) First, in satisfaction pro rata of any amounts which have been determined to be payable
out of such proceeds or funds to the Clearing Member guarantor of the Member whose
NYBOT Membership has been sold for Claims arising directly from (A) any payment by
such guarantor pursuant to the Clearing Member guarantee, (B) the clearance by such
guarantor of any Transaction executed by such Member on the Exchange or subject to the
Rules, or (C) a documented loan made to the Member by the Clearing Member guarantor for
the express purpose of acquiring the NYBOT Membership.

(ii) Second, in satisfaction pro rata of any amounts which have been determined to be
payable out of such proceeds or funds to other Members pursuant to paragraph (b) of this
Rule with respect to Allowable Claims against the Member whose NYBOT Membership has
been sold; provided however, that no partner shall share in the proceeds from the sale of a
NYBOT Membership.and comesponding Required Shares of one of his partners or in funds
deposited by such partner with the Exchange pursuant to Rule 2.26(b), and no member of a
limited liability company shall share in the proceeds of the sale of a NYBOT Membership
and_comesponding Required Shares of one of the members of such limited liability company
or in funds deposited by such member with the Exchange pursuant to Rule 2.26(b), until all
Allowable Claims filed by other Members and amounts owing to the Exchange and the
Clearing Organization as provided in subparagraph (iii) have been satisfied in full;

(iii) Third, in satisfaction pro rata of any amounts that may be due to the Clearing
Organization and the Exchange for dues, assessments, fees or fines; and


Directors; provided, however, that such powers shall in no case exceed such powers as
the Board of Directors might delegate lawfully to an officer of the Exchange. Unless
otherwise specifically provided in the Rules, Exchange Committees shall have such
number and composition as the Board of Directors may from time to time determine.
The Chairman of the Board of Directors shall appoint a chairman of every committee and
may appoint such vice chairmen as he may deem desirable. The Exchange Committees
shall not be deemed to be committees of the Board of Directors.

ARTICLE VIII
NOTICES

Section 8.1 | Whenever any notice is required by law, the Certificate of
Incorporation or these Bylaws to be given, a waiver thereof in writing, signed by the
person or persons entitled to said notice, or a waiver thereof by electronic transmission by
such person, whether given before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting 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 the stockholders, directors or
members of a committee of directors need be specified in any written waiver of notice
unless so required by the Certificate of Incorporation or these Bylaws. If mailed, notice
to stockholders shall be deemed given when deposited in the mail, postage prepaid,
directed to the stockholder at the stockholder’s address as it appears on the records of the
Corporation. Without limiting the manner by which notices otherwise may be given
effectively to stockholders, any notice to stockholders may be given by electronic
transmission in the manner provided in Section 232 of the Delaware General Corporation
Law.

ARTICLE IX
OFFICERS

Section 9.1 The Board of Directors may elect from among its members
a Chairman of the Board and a Vice Chairman of the Board; provided, however, that for
any term expiring prior to the Two-Year Anniversary and so long as a NYBOT Designee
is a director, a NYBOT Designee shall be the Chairman of the Board. The Board of
Directors may also choose officers of the Corporation, which may include a Chief
Executive Officer, a President, one or more Senior Vice Presidents, a Chief Financial
Officer and a Secretary (collectively, the “Senior Officers”) and may also choose one or
more Vice Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers and such
other officers as the Board of Directors may deem desirable or appropriate and may give
any of them such further designations or alternate titles as it considers desirable.” In
addition, the Board of Directors at any time and from time to time may authorize any

The appointment of the NYBOT executives as the initial executive officers will be handled by
board resolution and employment agreements.

10
NY12528:257556.13


ANNEX C
TRADE COMMITTEES

The Corporation shall have one trade committee with respect to each of
the Core Products (each, a “Trade Committee”).

Section | ition Tr: i

(a) Until the Two-Year Anniversary, each Trade Committee shall
consist of the individuals identified on Schedule III attached hereto or their successors
who have been designated in accordance with Section 1(d). Each of such designated
individuals shall serve for an initial two-year term.

(b) — Until the Two-Year Anniversary, the composition of any Trade
Committee shall be as follows: (i) nine members, to be selected by ICE, who are actively
engaged, or employed by a firm that is actively engaged, in the Core Product industry for
the relevant Trade Committee; (ii) three Floor Brokers in the Core Product for the
relevant Trade Committee; (iii) two members who are Affiliated Persons of FCMs; and
(iv) one member representing an asset management firm advising investment funds or
separate accounts that trade in the relevant Core Product or a proprietary trading desk of
an investment bank. All Trade Committees shall be composed of at least two-thirds of
NYBOT Members or individuals associated with NYBOT Member Firms; provided, that,
the orange juice committee shall be composed of at least 50% of NYBOT Members or
individuals associated with NYBOT Member Firms.

(c) Unless the Board of Directors otherwise determines, each member
of a Trade Committee filling one of the memberships designated in clause (ii) or (iii) of
Section 1(b) shall be a NYBOT Member or an Affiliated Person of aNYBOT Member
Firm. Any member of a Trade Committee designated in clause (ii) or (iii) of Section 1(b)
who fails to remain a NYBOT Member or an Affiliated Person of a NYBOT Member
Firm shall be disqualified from serving on, and shall promptly resign from, such Trade
Committee.

(d) Except for the two-year term provided in Section 1(a) hereof, each
member of a Trade Committee shall serve for a one-year term, subject to reappointment
in accordance with this Annex C. The Board of Directors may fix the end of directors’
terms to be coterminous.

(e) Until the Two-Year Anniversary, any vacancies on a Trade
Committee shall be filled with an individual from the category in which the vacancy
exists, only by a vote of the remaining members of such Trade Committee. After the
Two-Year Anniversary, any vacancies on a Trade Committee shall be filled by the Board
of Directors, after consultation with the remaining members of such Trade Committee.

(f) The stockholder(s) of the Corporation may appoint one or more
non-voting observers (each, a “Trade Committee Observer”) to any of the Trade
Committees. Each Trade Committee Observer shall be entitled to (i) receive written
notice of each meeting of the Trade Committee and (ii) attend and observe all meetings of

Cl
NY12528:257556.13,


(6) in the case of a sole proprietorship, a copy of a certificate of doing business as a sole
proprietor (d/b/a) which has been filed with the Clerk of New York County, City of New
York, at least five days prior to conferring membership privileges upon such sole
proprietorship.

(b) The Membership Committee shall, when it deems the application to be complete, either
approve the application or refer the application to the Board for action with a recommendation
either to approve or disapprove the same.

Amended-by the Board September 32,2004, effective fe ppliennts September 24, 2004

7 Hae

20855 r tte
Rule 2.13. Termination of Member Firm Privileges

In the event the Conferring Member ceases to comply with the eligibility requirements
specified in the Rules, the Member Firm shall continue to enjoy Member Firm privileges for
ninety (90) days following the occurrence of such event, Thereafier, Member Firm privileges

shall be terminated unless, within such ninety (90) day period another Zrading Member confers
privileges to the Firm.

CLEARING MEMBERS AND GUARANTORS.
Rule 2.14, Application and Qualification of Clearing Members

(a) Any Firm desiring to become a Clearing Member shall submit an application in the form
prescribed by the Exchange, The Membership Committee shall, when it deems the application to
be complete, either approve the application or refer the application to the Board for action with a
recommendation either to approve or disapprove the application.

(bX{i) In order to be eligible to be a Clearing Member of Commodity Contracts other than
Index Contracts, a Firm must (A) have Member Firm privileges and (B) file with the Exchange
duly executed Conferring Agreements applicable to four (4) EquityNYBOT Memberships,
provided, however, that the requirement in this clause (B) shall not apply to any Firm that, on and
prior to June 10, 2004, cleared only Commodity Contracts previously traded on either (but not
both) of the Coffee, Sugar & Cocoa Exchange and the New York Cotton Exchange and has filed

with the Exchange duly executed Conferring Agreements applicable to two (2) EquityMYBOT
Memberships.

(ii) In order to be eligible to be a Clearing Member of Index Contracts, a Firm must, in
addition to the requirements set forth in subparagraph (b)(i), above, file with the Exchange
duly executed Conferring Agreements applicable to two (2) FINEX Trading Permits.

nferring M nis

(©){i If an application is approved by the Exchange, the Firm desiring to become a Clearing

Member shall file an application with the Clearing Organization in such form as the Clearing

Organization may prescribe to demonstrate compliance with the conditions set by the Clearing

Organization for a Person to become a member of the Clearing Organization, which shall include
nt. in ag he Ce x



enterprise 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 such
person acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that the Corporation shall
not make any indemnification in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation 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 indemnification for such expenses which the Court of Chancery or
such other court shall deem proper. To the extent that a present or former director or
officer of the Corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in this Section 13.1(b), or in defense of any
claim, issue or matter therein, the Corporation shall indemnify such person against
expenses (including attorneys’ fees) actually and reasonably incurred by such person in
connection therewith. Any indemnification under this Section 13.1(b) (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because such person has met the applicable standard
of conduct set forth in this Section 13.1(b). Such determination shall be made, with
respect to a person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders. 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 Corporation 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 Corporation as authorized in this Section
13.1(b). Such expenses (including attorneys’ fees) incurred by former directors and
officers or other employees and agents shall be paid upon such terms and conditions, if
any, as the Corporation deems appropriate. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 13.1(b) shall not be deemed
exclusive of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person’s official capacity
and as to action in another capacity while holding such office. The rights provided to any
person by this Section 13.1(b) shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving or continuing to serve as a
director, officer, employee or agent as provided above. No amendment of this Section
13.1(b) shall impair the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Section 13.1(b), references to
“the Corporation" shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and

13
NY12528:257556.13


Page 28: [1] Deleted Author
(a) The New Products Committee shall be an Exchange Committee and shall consist of such
number of Persons as the Board shall determine from time to time.

(b) The Committee shall determine the terms and conditions of Exchange products not
previously listed on the Exchange and make recommendations to the Board conceming the listing
of such products for trading.


Required Public Director Vote

The term “Required Public Director Vote” shall mean an affirmative vote of at
least the number of Public Directors that is one less than the total number of Public
Directors, determined as if there were no vacancies, eligible to vote on a matter but, in all
cases, at least one Public Director; provided, that, no Public Director shall be eligible to
vote on any such matter if such Public Director or a member of such Public Director’s
immediate family, directly or indirectly, has.a financial interest in such matter, provided,
further, however, that for this purpose, compensation paid by ICE to such Public Director
for serving as a director of NYBOT shall not be deemed to be a financial interest.

Rules

The term “Rule” or “Rules” shall mean the rules of the Exchange, as in effect
from time to time.

Trade Committee

The term “Trade Committee” shall mean a Trade Committee that is organized in
accordance with Section 1(b) of Annex C.

Trading Member
The term “Trading Member” means a holder of a Trading Membership.
Trading Membership

The term “Trading Membership” means the right, as expressly provided for in
Section (a) of Annex A to these Bylaws, to buy and sell all or any one or more of the
categories of Commodity Contracts authorized for trading on the Exchange (as may be
determined by the Board of Directors of the Corporation in the case of Trading
Memberships authorized pursuant to Section 1(a)(ii) of Annex A to these Bylaws),
together with and subject in all respects to such other rights and obligations as are
expressly provided in these Bylaws and the Rules, and shall include a NYBOT Trading
Membership.

Trading Permit

The term “Trading Permit” means any right (other than a Trading Membership),
as expressly provided for in these Bylaws and the Rules, to buy and sell one or more
specified Commodity Contracts on the Exchange, together with and subject in all respects
to such other rights and obligations as are expressly provided in these Bylaws and the
Rules.

Transaction

The term “Transaction” shall mean any purchase or sale of any Commodity
Contract made in accordance with the Rules.

D-5
NY12528:257556.13


(a) Notwithstanding the provisions of Rule 21.16, a Respondent may appeal a decision of the
Hearing Panel if that decision contains an order of expulsion, The Respondent's appeal is limited
to the issue of whether or not the order of expulsion should be affirmed, reversed or modified,

(b) The Respondent's written Notice of Appeal must be served on the Compliance staff and
the Office of the General Counsel within twenty (20) days after a copy of the Hearing Panel's
written decision has been served on the Respondent. The Notice of Appeal must contain a written
memorandum specifying the grounds for reversing the order of expulsion, In the event the
Respondent does not appeal the order of expulsion within such twenty (20) days, the decision of
the Hearing Panel shall be final.

(©) In the event the Respondent appeals the order of expulsion, the Orfice of the General
Counsel shall promptly notify the hall appoint a
subcommittee Jo hear and determine the appeal, The subcommilt f the Appeals Committee
shall be no more than five (5) and no less than three (3) members, provided, however, that more

than fifty percent (50%) of the members shall be comprised of individuals representing ”

participant interests other than that of the Respondent who is appealing the order of expulsion.
Notwithstanding the foregoing, at least one (1) member of the subcommitice of the Appeals
Committee shall be an individual who is not a member of the Exchange,

(4) No member of any subcommittee of the Appeals Committee shall hear a case in which
that member has a direct financial, personal or other interest in the matter under consideration.
The Respondent may challenge any member of the Appeals Committee subcommitice for cause;
provided, however, that if any such challenge is not received in writing by the General Counsel's
Office within ten (10) days after service on the Respondent of the names of the members of the
subcommittee, any such challenge shall be waived, The merits of any such challenge shall be
finally decided by the Chairman of the Appeals Commitice in his sole discretion.

() Within fifteen (15) days of the date of service of the Notice of Appeal and the
accompanying memorandum, the Compliance staff may serve on the Respondent and file with
the Office of the General Counsel a written Memorandum in Opposition to the Appeal.

(Q) Within ten (10) days of the date of service of the Memorandum in Opposition to the
Appeal, the Respondent may serve on the Office of the General Counsel and the Compliance staff
a Reply Memorandum, The Reply memorandum must be limited to the matters set forth in the
Memorandum in Opposition.

(g) The Office of the General Counsel shall furnish a copy of the record of the hearing to
each member of the subcommiltce of the Appeals Committee.

(h) Not less than ten (10) days prior to the hearing, the Chairman of the Appeals Committee
shall give written notice to the Compliance staff and the Respondent of the date, time and place of
the hearing.

(i) Promptly following the hearing, the subcommitige ot the Appeals Committee shall by
Majority vote determine whether or not the order of expulsion should be affirmed, reversed or
modified, und , shall render a written decision reflecting its determination. Said written decision
shall include a statement of findings and conclusions with respect to its determination, the
specific Rule(s) the Respondent was found to have violated and the effective date of the decision.

Rule 21.42. Publication and Written Notice of Disciplinary Actions

(a) A brief summary of the disposition of each investigation by the President or the Business
Conduct Committee, each hearing, each appeal, and each imposition of any penalty, shall be kept
permanently in the Member's file. The record of any hearing, together with all of the papers,

_ {Deleted in any proceeding conducted |
under this Rule,

Delated: Appeals Commitee }

fe

———
Deleted: Board which }

Deleted: of the Board's members.

Deleted: ("Appeals Committee") and

{
be

Deleted: membership

(Deleted: whenever the Appeals '
Committee is acting with respecttoan |
appeal involving a possible Rule violation |
Jin which |
{the Respondent isa member ofthe |
Board or ofthe Business Conduct |
Committee; orf
(ii) any of the Rule violations for which |
the order of expulsion was imposed
involves manipulation or attempted |
|

‘manipulation of the price of

‘Commodity Contract or conduct which
directly results in financial harm to a non-
member of the Exchange. !



(vi) NYBOT Membership dues shall be paid by the Lessor, and a Lessee shall not be
required to pay dues.

(viy) A lease shall not become effective until it has been approved by the Exchange. _Upon
le. A b is defin pth aw inguished

(v#tyj) The Lessor shall not be permitted to sell or transfer the leased NYBOT Membership
unless otherwise specifically provided in the lease.

(v#tivii) The Lessee shall not be entitled to exercise the rights or receive the benefits

described in clauses (1) threwghand (62) below on the basis of the leased NYBOT.
Membership:

(1) confer Member Firm privileges based upon the leased memberships

(serve onthe Beard of Managers:
¢ tte dior disability benefits up
Members;{4}exercise anyNYBOT Membership-voting rights; or

(52) solicit, or accept an order from or execute a Transaction for any other Person unless
the Lessee is a partner, shareholder or employee of a Member Firmrorté}reeeive-any-share
amy diated Aree "i "i
y 7

£ the Exch Bh

asgets-of-the-Exeh i ties tise i

(Feulii) A Lessor and a Lessee shall be entitled to Member rates of Exchange fees for any
Trades executed [and to Member rates of Margin.

(xix) Lessors and Lessees may serve on Exchange committees to the extent allowed by the
Rules

(d) Termination of Lease

(i) If a lease provides that it may be terminated prior to expiration, a party to the lease
shall provide written notice of termination to the Exchange and the other party at least
thirty (30) days in advance of the intended effective date of termination unless the lease
agreement provides for a shorter notice period, provided, however, that in no event may a
lease be terminated on less than fifteen (15) calendar days’ notice to the Exchange and the
other party.

(ii) A Lessee's floor trading privileges shall automatically be suspended ten (10) calendar
days prior to the effective date of termination of a lease. If a Lessee enters into a new lease
for the-sametype-ofg NYBOT Membership that has been approved by the Exchange, or the
seme—type-ofa_NYBOT Membership is transferred to the Lessee within forty-five (45)
calendar days following receipt of notice of termination by the Exchange, the Lessee's floor
trading privileges shall be reinstated on the effective date of the new lease or of the transfer of
such NYBOT.Membership to the Lessee. A Lessee who has had floor trading privileges
suspended hereunder shall incur a change of Membership-typestatus fee which must be paid
to the Exchange prior to the reinstatement of such privileges.

(iii) A lease shall automatically terminate upon the suspension or expulsion of the Lessor or
the suspension, expulsion or death of the Lessee.

(c) Renewal of Lease


including the final decision on any appeal, shall be retained for a period of five (5) years and then
destroyed.

(b) All proceedings conducted by or before the President, the Floor Committee, the Business
Conduct Committee, the Appeals Committee and the Executive Committee pursuant to this
Chapter shall be confidential and shall not be disclosed to any Person except:

(i) as required by law or by the Rules;
(ii) in any action or proceeding brought by or against the Exchange;
(iii) as may be determined from time to time by the Board.

(c) In any case where:

(i) a Member enters into any settlement agreement with the Business Conduct Committee
(or any subcommittee thereof) or with the President which settlement agreement is approved
by the Business Conduct Committee (or any subcommittee thereof); or

(ii) the Business Conduct Committee (or any subcommittee thereof) renders a decision
finding a Member guilty of any Rule violation which is not timely appealed; or

| (iii) the Appeals Committee_or a subcommiites thercot renders a decision affirming a
decision finding a Member guilty of any Rule violation; or

(iv) the Executive Committee or the President takes action or renders a decision against a
Member pursuant to this Chapter;

| the Exchange shall notify the pnembership and make public its findings and the reason for its
action, including any action taken or penalty ordered, but shall not disclose the evidence thereof,
except to the Member in question and to the CFTC. For purposes of this paragraph (c), the term
“make public" shall include, in the discretion of the President, disclosure of such findings and the
reasons for the action to the news media,

(d) Written notice of any suspension, expulsion, disciplinary action or denial of access shall
be given to the CFTC and to the Person who is suspended, expelled, disciplined or denied access
within thirty (30) days of the date such action becomes final, which notice shall include the
reasons for the action in the form and manner the CFTC prescribes.

(e) Inany case in which:

(i) a Member enters into any settlement agreement with the Business Conduct Committee
(or any subcommittee thereof) or with the President which settlement agreement is approved
by the Business Conduct Committee (or any subcommittee thereof); or

(ii) the Business Conduct Committee (or any subcommittee thereof) renders a decision
finding a Member guilty of any Rule violation which is not timely appealed; or

(iii) the Appeals Committee renders a decision affirming a d
guilty of any Rule violation;

ion finding a Member

for a violation of the Rules involving the execution of, or the failure to execute, a Customer
Transaction which results in financial harm to such Customer, the Exchange shall promptly
inform the FCM identified on the records of the Exchange or the Clearing Organization as having
cleared such Transaction, Upon such notification, the FCM shall promptly inform the Person
identified on its records as the owner of the account for which the Transaction was executed of
the disciplinary action and the principal facts thereof.

- (Deleted: M

(Deleted: , provided, however, that any

| decision or settlement agreement based

| on Role violations or charges related to,
or arising from, Transctions on or
Subject tthe Rules, which result in an
expulsion, suspension, or fine which
equals or exceeds the maximum fine

| which may be imposed by the Business

| Conduct Commitee pursuant to Rule
21.02 or $25,000, whichever is less, shall
be disclosed to the news medi

|



(ii) his Membership and Required Shares, if any, or in the case of a Member Firm, the
Memberships and Required Shares of the Conferring Members, sold and the proceeds paid
and applied as provided in Rule 21.36.

DISCIPLINARY RULES
Rule 21.00. Definitions
For the purposes of this Chapter, the following terms shall have the following meanings:
(a) Emergency Event
The term "Emergency Event" shall mean, with respect to any Member:

(i) the filing of a petition, answer or other document, or the taking of any other action, by a
Member with respect to itself, or against such Member, seeking a liquidation, arrangement,
reorganization or other or similar relief under the provisions of the Federal Bankruptcy Act or
of any other state or federal law for the relief of insolvent debtors;

(ii) the dissolution of such Member;

(iii) the insolvency (as defined under any applicable state or federal law) of such Member;

(iv) the failure of such Member to meet the applicable financial requirements of the
Exchange, the Clearing Organization or any governmental agency or self-regulatory body;

(v) the failure of such Member to meet when due any Margin call issued by any Clearing
Organization or other Person, the default by such Member under any Commodity Contracts
on this or any other exchange, or the failure or inability for financial reasons of such Member
to comply with any of his contracts; or

(vi) the imposition of any injunction or other restraint by any government agency, court or
arbitrator which may affect the ability of such Member to perform its contracts or otherwise
to engage in business.

(b) Financial Emergency

The term "Financial Emergency" shall mean, with respect to any Member, any situation in
which the financial or operational condition of such Member, or the business conduct of such
Member, is such that it would not be in the best interests of the marketplace for such Member to
continue in business on the Exchange.

(c) Marketplace

The term "marketplace" shall mean the Exchange, its Members, or any market on which
commodities underlying Commodity Contracts are traded.

(d) Participant Interest

The term "participant interest" shall mean a Person conducting business on or at the
Exchange as a:

(i) floor broker;
(ii) floor trader;
(iii) FCM;

(iv) producer, consumer, processor, distributor, and merchandiser of commodities traded on
the Exchange and

(v) such other market users or participants as there may be from time to time;


Rule 21.15. Expulsion of a Member; Permissible Appeal

(a) Notwithstanding the provisions of Rule 21.16, a Respondent may appeal a decision of the
Hearing Panel if that decision contains an order of expulsion. The Respondent's appeal is limited
to the issue of whether or not the order of expulsion should be affirmed, reversed or modified.

(b) The Respondent's written Notice of Appeal must be served on the Compliance staff and
the Office of the General Counsel within twenty (20) days after a copy of the Hearing Panel's
written decision has been served on the Respondent. The Notice of Appeal must contain a written
memorandum specifying the grounds for reversing the order of expulsion. In the event the
Respondent does not appeal the order of expulsion within such twenty (20) days, the decision of
the Hearing Panel shall be final.

(c) In the event the Respondent appeals the order of expulsion, the Office of the General
Counsel shall promptly notify the chairman of the Appeals Committee, who shall appoint a
subcommittee to hear and determine the appeal. The subcommittee of the Appeals Committee
shall be no more than five (5) and no less than three (3) members, provided, however, that more
than fifty percent (50%) of the members shall be comprised of individuals representing
participant interests other than that of the Respondent who is appealing the order of expulsion.
Notwithstanding the foregoing, at least one (1) member of the subcommittee of the Appeals
Committee shall be an individual who is not a member of the Exchange.

(d) No member of any subcommittee of the Appeals Committee shall hear a case in which
that member has a direct financial, personal or other interest in the matter under consideration.
The Respondent may challenge any member of the Appeals Committee subcommittee for cause;
provided, however, that if any such challenge is not received in writing by the General Counsel's
Office within ten (10) days after service on the Respondent of the names of the members of the
subcommittee, any such challenge shall be waived. The merits of any such challenge shall be
finally decided by the Chairman of the Appeals Committee in his sole discretion.

(e) Within fifteen (15) days of the date of service of the Notice of Appeal and the
accompanying memorandum, the Compliance staff may serve on the Respondent and file with
the Office of the General Counsel a written Memorandum in Opposition to the Appeal.

(f) Within ten (10) days of the date of service of the Memorandum in Opposition to the
Appeal, the Respondent may serve on the Office of the General Counsel and the Compliance staff
a Reply Memorandum. The Reply memorandum must be limited to the matters set forth in the
Memorandum in Opposition.

(g) The Office of the General Counsel shall furnish a copy of the record of the hearing to
each member of the subcommittee of the Appeals Committee.

(h) Not less than ten (10) days prior to the hearing, the Chairman of the Appeals Committee
shall give written notice to the Compliance staff and the Respondent of the date, time and place of
the hearing.

(i) Promptly following the hearing, the subcommittee of the Appeals Committee shall by
majority vote determine whether or not the order of expulsion should be affirmed, reversed or
modified, and shall render a written decision reflecting its determination. Said written decision
shall include a statement of findings and conclusions with respect to its determination, the
specific Rule(s) the Respondent was found to have violated and the effective date of the decision.

Rule 21.42. Publication and Written Notice of Disciplinary Actions

(a) A brief summary of the disposition of each investigation by the President or the Business
Conduct Committee, each hearing, each appeal, and each imposition of any penalty, shall be kept
permanently in the Member's file. The record of any hearing, together with all of the papers,


(ii) | The Corporation may sell any Trading Membership or Trading
Permit held by such Person and any ICE Common Stock as to which a
security interest was granted to the Corporation, and pay and apply the
proceeds as provided in the Rules; provided, however, that on written
application received prior to the expiration of such ninety (90) day period,
the Corporation, in its sole discretion, may extend such period.

Section 6 Notice. Notice of all fees, charges and other amounts shall
be mailed by the Corporation to each Person owing any such amount at his address on
file with the Corporation; provided, however, that non-receipt shall not operate to release
any such Person from the obligation to make payment, extend time for payment, or
relieve any such Person from any penalties for non-payment.

Section 7 fect of nsion or Terminati

(a) A Trading Member, Permit Holder, Member Firm or
Lessee whose rights and privileges have been suspended shall remain and continue to be:

(i) subject.to all of the Rules;

(ii) liable for fees, charges and other amounts imposed by the
Corporation; and

(iii) obligated to the Corporation for all Commodity Contracts,
obligations and liabilities entered into or incurred before, during and after
suspension.

(b) A Trading Member, Permit Holder, Member Firm or
Lessee whose rights and privileges have been terminated shall remain and continue to be:

(i) liable for all fees, charges and other amounts imposed by the
Corporation prior to termination of such rights and privileges;

(ii) obligated to the Corporation for all Commodity Contracts,
obligations and liabilities entered into or incurred prior to such
termination; and

(iii) liable for all fines and other penalties imposed subsequent to the
termination of rights and privileges which are based upon Rule violations
committed prior to said termination if an investigation into said violations
shall have been commenced within six (6) months of the effective date of
such termination.

(c) In connection with the investigation and prosecution of
Rule violations referred to in paragraph (b)(iii), former Trading Members, Permit
Holders, Member Firms and Lessees remain subject to the Corporation’s Disciplinary
Rules, and retain all rights and protections granted by all Rules relating to Corporation
disciplinary procedures.

NY12528:257556.13


3. The Amended Rules

Seven of the 25 chapters currently embodied in the NYBOT Rulebook
require amendment to conform to the terms of the Revised Bylaws and the
Merger Agreement. Some of the existing Definitions have been revised or
eliminated, and new definitions added, to allow for the existing Rulebook to
remain in tact with only minimal changes. Set forth below is a brief overview of
the subject matters covered in each of the affected chapters. NYBOT seeks
Commission approval only of the amendments to the Membership Rules
(Chapter 2) and is submitting the other amendments by certification.

A. Definitions. The definitions chapter has been revised as necessary to
eliminate terms related to the original merger that created NYBOT and the
organization of NYBOT as a not-for-profit corporation owned by equity
members, as well as to reflect relevant features of the new structure, such as the
notion of “Required Shares”.

B. Membership Rules. Chapter Two eliminates the concept of “equity
member” and limits the current NYBOT procedures for membership application

to NYBOT Member, NYBOT Permit Holders and Lessees, as distinguished from
the holders of other types of trading memberships and trading permits that
might be issued by New NYBOT in the future. The amendments also codify the
requirement that a NYBOT Member own or acquire 3162 shares of ICE Common
Stock (the “Required Shares”) and pledge them to the Exchange, along with the
NYBOT Membership, much the same as equity members of NYBOT were
required to pledge their Exchange memberships, to satisfy obligations owing to
the Exchange, NYCC and to the members of the Exchange.

The Member Firm application rules also have been revised to provide for
the Required Shares of a conferring member to be pledged and available to
satisfy claims against the firm to which he confers Member Firm status, in
addition to claims against himself. Finally, the rules on Clearing Members were
revised to codify the requirement that a clearing member own and pledge 21,078
shares of ICE Common Stock as a condition to being a clearing member.

The rules related to leasing and transfers have been revised to conform to
the transaction by eliminating references to the concept of an equity member and
the rights associated with such a membership; to provide that leases of equity
memberships existing at the time of the merger automatically continue as leases
of TNYBOT Memberships without the need to re-execute a new lease, until their

12


ANNEX F
CORE RIGHTS

The amendment or repeal of the following shall constitute “Core Rights” as such term is
used in the Bylaws of the Corporation:

1 NYBOT Rules

a. The eligibility standards and criteria for becoming a NYBOT Member,
NYBOT Permit Holder, or Lessee;

b. The financial requirements applicable to a NYBOT Member, NYBOT
Permit Holder, Lessee, and NYBOT Member Firm;

c The trading privileges authorized to each category of NYBOT Permit
Holder and to NYBOT Members;

d. The sale, leasing and transferability of rights applicable to NYBOT
Memberships and NYBOT Trading Permits;

e. The requirements applicable to obtaining Exchange floor trading
privileges by NYBOT Members and NYBOT Permit Holders;

f. Provisions of Chapter 4 of the Rules governing the mode of executing
transactions by open-outcry on the trading floor;

g. The eligibility requirements applicable to remaining a Clearing Member,
to the extent that such Person was a Clearing Member prior to the Effective Time; and

h. The rights and obligations of Clearing Members that act as guarantors of
Floor Brokers, to the extent that Clearing Member so acted prior to the Effective Time.

Any of the Rules in (a)-(h) above shall be considered a Core Right and an
amendment or repeal of any such Rules shall be considered a Core Right Amendment
only to the extent such Rule is applicable to Core Products and only to the extent that any
such amendment or repeal of such Rule (i) with respect to open-outcry trading of a Core
Product, would materially and adversely affect the rights of NYBOT Members, NYBOT
Permit Holders, NYBOT Member Firms, Lessees or the Clearing Members referenced in
(g) and (h) above or (ii) otherwise would materially and adversely affect the rights
referenced in Part II of this Annex F of NYBOT Members, NYBOT Permit Holders,

Lessees, NYBOT Member Firms or the Clearing Members referenced in (g) and (h)
above.

F-1
NY12528:257556.13,


the bylaws and rules of New NYBOT may not be amended in a manner
materially adverse to the rights of the holders of NYBOT Memberships, NYBOT
Trading Permits, lessees and clearing members, except to the extent such
amendment is approved and adopted by (i) the public directors, by the requisite
supermajority vote and (ii) two-thirds of the entire board of directors of New
NYBOT. These protected bylaws and rules are referred to as “core rights” and
include provisions relating to:

e the eligibility standards and criteria for becoming a NYBOT Member,
NYBOT Permit Holder or Lessee;

e the financial requirements applicable to a NYBOT Member, NYBOT
Permit Holder, Lessee and NYBOT Member Firm;

¢ the trading privileges authorized to each category of NYBOT Permit
Holder and to NYBOT Members;

e the sale, leasing and transferability of rights applicable to NYBOT
Memberships and NYBOT Trading Permits;

¢ the requirements applicable to obtaining floor trading privileges;

e the rights and obligations of clearing members that act as guarantors of
floor brokers, to the extent they were so engaged prior to the merger;

e the composition of the board of directors
* maintenance of a disaster recovery site;

¢ dedication of financial and technical resources to support and maintain
open outcry trading;

e transaction fees and discounts;
¢ clearing member eligibility requirements; and

¢ Trade committee composition and authority over core products.

11


ANNEX D
CERTAIN DEFINITIONS

(The following definitions shall apply to the Bylaws and Annexes)

Affiliated Person

The term “Affiliated Person” shall mean with respect to a Member Firm, an
individual who is a general partner, director, officer, member (in the case of a limited
liability company), executive employee or manager of such firm.

Business Days

The term “Business Day” shall mean any day other than Saturday, Sunday, or any
day which the Board of Directors may designate as an Exchange holiday and on which
the Exchange shall be closed; provided, however, that, whenever the Exchange’s Dublin
facility is open for trading on a day when the Exchange is closed for trading in New York
or vice versa, such day shall constitute a “Business Day” within the meaning of the Rules
only for the Commodity Contracts that are listed for trading on the facility that is open for
trading on such day.

CFTC

The term “CFTC” shall mean the Commodity Futures Trading Commission.
Commodity

The term “Commodity” shall mean any and all goods, articles, services, rights and
interests in which contracts for future delivery are presently or in the future dealt in, on or
subject to the Rules.
Commodity Contract

The term “Commodity Contract” shall include Futures Contracts, Options on
Commodities or on Futures Contracts, and any other interests or instruments traded on or
subject to the Rules.
Core Products

The term “Core Product” shall mean the following existing Commodity Contracts
traded by the Exchange, as hereafter amended from time to time: Coffee “C”, Cocoa,

Cotton No. 2, Sugar No. 11, Frozen Concentrated Orange Juice, NFC Orange Juice,
and Sugar No. 14.

NY 12528:257556.13,


(a) "Claims or grievance" shall mean any dispute which arises out of any Transaction on or
subject to the Rules executed by or effected through a Member or any employee of such Member,
which dispute does not require for adjudication the presence of essential witnesses or third (3°)
parties over whom the Exchange does not have jurisdiction or who are otherwise not available.
The term "Claim or grievance" shall not include disputes arising from cash market transactions
which are not a part of, or directly connected with, any Transaction.

(b) "Customer" small mean any Person with a Claim or grievance against a Member or any
employee of such Member; provided, however, that it shall not include Members.

(c) "Claimant" shall mean a Person who asserts a Claim pursuant to these Arbitration Rules.

(d) "Respondent" shall mean a Person against whom a Claim is asserted pursuant to these
Arbitration Rules.

(e) "Contract market" shall mean an exchange designated by the Commodity Futures Trading
Commission as a contract market under the Commodity Exchange Act.

(f) "Allowable Claim" shall mean a Claim for losses arising directly from (i) any order or
Transaction for the purchase, sale, exercise or expiration of an Exchange Futures Contract or
Exchange Option, (ii) any cash market transaction which is part of, or directly connected with,
any Transaction, (iii) any documented loan made to a Member by his Clearing Member guarantor
for the express purpose of acquiring a Membership and (iv) the performance of the Clearing
Member guarantor’s obligations pursuant to the terms of its Guaranty Agreement. An Allowable
Claim shall not include legal or other incidental expenses incurred in connection with any such
losses or with the events giving rise to any such losses.

Rule 20.08. Failure to Comply With Award

(a) Any Member in whose favor an award has been rendered pursuant to this Chapter shall
promptly notify the Assistant Corporate Secretary of the Exchange, in writing, if the award is not
complied with. Any Member, who fails to comply with the terms of an award rendered against
such Member, shall be subject to the procedures set forth in this Rule. Specifically, upon receipt
of a notice or information indicating that a Member has failed to comply with the terms of an
award rendered against such Member, the Exchange shall notify such Member against whom or
which the award was rendered of the Exchange's intention to suspend his or its privileges as a
Member and afford the Member an opportunity to be heard by a panel of the Arbitration
Committee appointed by the Chairman for the sole purpose of proving that the award has been
satisfied, provided that the Secretary of the Exchange receives a written request from the Member
for such a hearing within five (5) Business Days after receipt of such notice by the Member.
Failure to so request such a hearing shall be deemed an acknowledgment by the Member that the
award has not been complied with. Any such hearing shall be conducted in accordance with such
procedures as the Panel shall determine. The Panel shall consist of no less than three (3) members.
of the Arbitration Committee. Following any such hearing, the Panel shall determine whether the
Member has failed to timely satisfy the award and shall promptly advise the Exchange, and all
parties in the proceeding, of its determination.

(b) If the Panel shall find, or if a Member shall acknowledge that he or it has failed to comply
with any award rendered pursuant to this Chapter when and as provided by such award, the
Member shall be automatically suspended and shall remain suspended until the award is complied
with and the suspended Member is reinstated, as provided in Rule 21.35.

(c) If a Member suspended pursuant to paragraph (b) of this Rule fails to comply with the
arbitration award upon which such suspension was based within thirty (30) days following the
effective date of the suspension:

(i) the Member shall be expelled or, in the case of a Member Firm, member privileges
terminated; and


stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval; and (b) adopting,
amending or repealing any provision of these Bylaws.

Section 5.3. Organization. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend and
repeal rules for the conduct of its business. In the absence of a provision by the Board of
Directors or a provision in the rules of such committee to the contrary, a majority of the
entire authorized number of members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at a meeting at the
time of such vote if a quorum is then present shall be the act of such committee, and in
other respects each committee shall conduct its business in the same manner as the Board
of Directors conducts its business pursuant to Article IV of these Bylaws.

ARTICLE VI
COMPENSATION OF DIRECTORS

Section 6.1 Any action taken by the Board of Directors or any
committee thereof with respect to the compensation and benefits of directors of the
Corporation shall be approved by the stockholders.

ARTICLE VII
TRADING RIGHTS; ELECTRONIC TRADING; TRADE COMMITTEES;
EXCHANGE COMMITTEES

Section 7.1 In connection with issuing rights with respect to certain
matters regarding the trading of Commodity Contracts on the Exchange, the Corporation
shall comply with the requirements set forth in Annex A.

Section 7.2 In connection with conducting, or arranging for the
conduct, of electronic trading on the Exchange, the Corporation shall comply with the

requirements of Annex B.

Section 7.3. The Corporation shall have certain Trade Committees (as
defined in Annex C), the authority of, procedures governing and duration of which shall
be as set forth in Annex C. No Trade Committee, or member thereof, in his or her
capacity as such, shall have the authority to bind the Corporation. Each Trade Committee
shall have only such authority as is expressly granted to such Trade Committee by these
Bylaws or by the Board of Directors. The Trade Committees shall not be deemed to be
committees of the Board of Directors. No term or condition of any Commodity Contract
involving a Core Product may be adopted, altered, repealed or amended without the
approval of a majority of the members of the applicable Trade Committee.

Section 7.4 The Exchange shall have such committees (“Exchange

Committees”) as are provided for in the Rules or as the Board of Directors shall appoint
from time to time. Subject to the limitations provided in these Bylaws, including the

Annexes hereto, on the authority and power of Trade Committees, Exchange Committees
shall have such powers as may be delegated to them from time to time by the Board of

9

NY12528:257556.13


meetings of stockholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or represented by proxy at such meeting shall so
determine. Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the election of
directors. In all other matters, unless otherwise provided by law or by the Certificate of
Incorporation or these Bylaws, the affirmative vote of the holders of a majority of the
shares present in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Where a separate vote by class or
classes is required, the affirmative vote of the holders of a majority of the shares of such
class or classes present in person or represented by proxy at the meeting shall be the act
of such class or classes, except as otherwise provided by law or by the Certificate of
Incorporation or these Bylaws.

Section 3.8 Record Dates.

(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, or delegate the task of fixing a record date
to a committee consisting of one or more directors of the Corporation, which record date
shall not precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board of
Directors is required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to the Corporation’s registered
office shall be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders entitled to

4
NY12528:257556.13,


requisite supermajority vote, recommend and two-thirds of the entire board of
directors approves such termination; or (3) a “liquidity event” occurs. For this
purpose, a “liquidity event” means (x) with respect to a contract in a particular
core product, the failure of the average daily open outcry volume in futures
(“ADV”) measured on a rolling 90-day basis, to equal at least 50% of the ADV in
such contract for the comparable 90-day period in calendar year 2005; and (y)
with respect to all core products, in the aggregate, the failure to maintain open
outcry ADV in futures, measured on the foregoing basis, equal to 50% of the
aggregate ADV in calendar year 2005 for all core products. For so long as open
outcry trading of futures contracts that are core products has not been so
terminated, New NYBOT is required to maintain a disaster recovery site which is
comparable to NYBOT’s recovery site at the time of the completion of the
merger, in order to sustain open outcry trading in the event that the trading
floor is not available for trading; and dedicate sufficient financial and
technological resources appropriate to support and maintain trading on an open
outcry trading floor consistent with prevailing industry practices.

Transaction Fees

The board of directors of New NYBOT may adopt resolutions that impose
fees or charges for each commodity contract purchased or sold on the exchange.
In fixing the amount of any such fees or charges, the board of directors may
establish different rates for transactions in different commodity contracts, or for
different types of transactions involving the same commodity contract. The
board may also omit any fees or charges with respect to any type of transaction
or may establish different rates based on such other factors as the board may
determine are appropriate.

New NYEBOT will be required to charge a $1 surcharge (the “$1
surcharge”) on electronic trades of physical delivery core products that are
Existing Products. However, the $1 surcharge may be eliminated in the event
that (1) certain competing exchanges or their affiliates introduce a physical
delivery contract after September 14, 2006 that (x) has the same contract terms as
a core product or (y) has the same contract terms as a core product except that it
is cash-settled (in each case, other than any immaterially different terms); or (2)
the board of directors of ICE requests that the public directors of New NYBOT
determine whether the introduction of a physical delivery contract by a
competing exchange is a competitive contract with respect to a core product and


No, 1 - Statement of Policy Concerning Conduct

The Board of Govemors has been apprised of a growing incidence of Members acting ina
discourteous manner towards Exchange officials—both staff and Members alike. In some
extreme cases Members have engaged in verbal abuse and overtly threatening behavior towards
Exchange officials,

By the order of the Board of Governors, the Members are hereby advised that such conduct is
unacceptable and will be addressed by appropriate action, including possible disciplinary action
under the Rules. Any Member who is dissatisfied with the way an employee or committee official
is performing his or her function should bring the matter to the attntion of the employee's
supervisor or the relevant committee chairman.

COMMITTEE RULES
Rule 3.02. Appeals Committee

The Appeals Committee shall be an Exchange Committee and shall consist of eight (8)
NYBOT Members and two (2) Public Directors of the Board, none of who are members of the
Business Conduct Committee. The Appeals Committee shall have authority to decide any appeal
of an order of expulsion issued by a Hearing Panel pursuant to Rule 21.15.

Rule 3.03. Board of Citrus Advisors

(a) The Board of Citrus Advisors (“BOCA”) shall be an Exchange Committee and shall
consist of (i) nine members, to be selected by ICE, who are actively engaged, or employed by a
firm that is actively engaged, in the FCOJ and/or NFC industry; (ii) three Floor Brokers in the
FCOJ and/or NFC industry; (iii) two members who are Affiliated Persons of FCMs; and (iv) one
member representing an asset management firm advising investment funds or separate accounts
that trade in the FCOJ and/or NFC industry or a proprietary trading desk of an investment bank.
BOCA shall be composed of at least one-half (50%) of NYBOT Members or individuals
associated with NYBOT Member Firms. Unless the Board of Directors of NYBOT otherwise
determines, each member of BOCA filling one of the memberships designated in clause (ii) or
(iii) of this Rule 3.03(a) shall be a NYBOT Member or an Affiliated Person of a NYBOT
Member Firm. Any member of BOCA designated in clause (ii) or (iii) of this Rule 3.03(a) who
fails to remain a NYBOT Member or an Affiliated Person of a NYBOT Member Firm shall be
disqualified from serving on, and shall promptly resign from, BOCA. Except as specifically set
forth herein, the Board of Directors of NYBOT shall appoint all BOCA members.

(b) ICE may appoint one or more non-voting observers (each, a “Trade Committee Observer”)
to BOCA. Each Trade Committee Observer shall be entitled to (i) receive written notice of each
meeting of BOCA and (ii) attend and observe all meetings of BOCA. All Trade Committee
Observers will be entitled to receive any and all written materials delivered to the members of
BOCA in connection with any meeting of BOCA at the same time and in the same manner as
such materials are delivered to the members of BOCA.

(c) The Committee shall have and may exercise only the power or authority of approving or
rejecting any modifications to the contractual terms and conditions respecting FCOJ Futures and
Options Contracts and NFC Futures and Options Contracts. Any such modifications may be
implemented only if approved by the Committee by a two thirds vote of the members present at
a meeting at which a quorum is present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the


@

The Committee shall have and may exercise only the power or authority of approving
or rejecting any modifications to the contractual terms and conditions ,respecting FCOJ
Futures and Options Contracts_and NEC Futures and Options Contracts. Any such
modifications may be implem.

vote of the metbers present ala mecting at which a quorum is present,

(d) Exceptas expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws
or Annex C to the Bylaws. the Committee shall not have the power or authority to
prevent the implementation of a decision by the Board with respect to, or make or reiecl,
and or NEC Futures and Options Contracts by open-outery versus electroni¢ wading, or
sui respeclio any olber Commodity Contract or other operations ¢ Exchange. N
event that the Exchange is trading FCOJ Futures and Options Contracts andior NEC
Futures and Options Contracts both by open-putery and eleciromeally, the Committee

shal take all action reasonably necessary to ensure the terms of both the open-outery and
le srsions are consistent with cae! 2 fungible

onied only if approved by the Committee ,by a two thirds _

Deleted: BOCA shal eco

ymmend 10

| the Exchange each year the candidates for
appointment to BOCA and the Chairman
thereof, the FCOJ members of the Margin

and Settlement committees, and the
Chairman of the FCOJ Warehouse and

| Delivery Committee
Deleted: (ed)

Deleted: torecommend any additions,
| deletions or amendments the Rules

| Deleted: such addition, deletion or

| amendment tothe Rules must

{ Deleted: be
So

Deleted: prior 1 consideration by the

Board. The Board shall not take any
action respecting the FCOJ Futures and {

Options Contracts without prior approval
ofthe Committee. The Committee must

approve

‘ —————
Deleted: those entitled to vote thereon,
‘ny addition, deletion or amendment to

any Rule respecting FCOJ Futures and

| Options Contracts


authority to indemnify its directors, officers, employees and agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Section 13.1(b) with respect to the
resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued; reference to "other
enterprises” shall include employee benefit plans; references to “fines” shall include any
excise taxes assessed on a person with respect to any employee benefit plan; references to
"serving at the request of the Corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; references to “agents” shall include any member of any
Trade Committee or Exchange Committee; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Corporation” as referred to in this Section 13.1(b).
The indemnification and advancement of expenses provided by, or granted pursuant to,
this Section 13.1(b) shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such person.

(c) Any actions, suits or proceedings against the Corporation or any of
its officers, directors or employees must be brought within two (2) 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 courts of the State of Delaware and the Federal Courts of
the United States of America located in the State of Delaware, 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 the Rules.

ARTICLE XIV
SEAL

Section 14.1 | The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the Corporation, the year of its organization and the words
“Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

ARTICLE XV
TIME PERIODS

Section 15.1 In applying any provision of these Bylaws that requires that
an act be done or not be done a specified number of days prior to any event or that an act
be done during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of the event
shall be included.

14
NY12528:257556.13


If you have any questions I may be reached at (212) 748-4083 or by email at
ahirschfeld@nybot.com.

Very truly yours,

Audrey R. Hirschfeld
Senior Vice President and
General Counsel

cc: Riva Adriance

Richard Shilts
Allen Cooper

15


Section 4 Transaction Fees.

(a) The Board of Directors may from time to time adopt
resolutions that impose fees or charges for each Commodity Contract purchased or sold
on the Exchange or subject to the Rules. In fixing the amount of any such fees or
charges, the Board of Directors may, in its discretion, establish different rates for
Transactions in different Commodity Contracts, or for different types of Transactions
involving the same Commodity Contract, or may omit any such fees or charges with
respect to any type of Transaction or may establish different rates based on such other
factors as the Board of Directors may determine are appropriate. Such fees and charges
shall be paid or collected by Persons in accordance with such terms and conditions as the
Board of Directors may prescribe. If any Person fails to pay any fee or charge required
pursuant to this Section, the Corporation may, in addition to any other rights or remedies
it may have, order that any trading in Commodity Contracts for such Person’s account be
for liquidation only until such fees or charges are paid.

(b) Fees charged to any Person for electronic trading of
“physical delivery” Core Products that were listed for trading as of September 14, 2006
shall be at least $1.00 more than the fees charged to such Person for open-outcry trading
of such Core Products. In the case of NYBOT Members and NYBOT Member Firms,
such fees shall be set after taking into account the discount provided in Section 4(a) of
Annex B. The restriction provided in the first sentence of this subsection (b) shall not
apply to fees related to bona fide market maker programs.

(c) In the event either (i) the Chicago Mercantile Exchange,
Inc., the Board of Trade of the City of Chicago, Inc., the New York Mercantile
Exchange, Inc., Eurex Frankfurt AG / Eurex Zurich AG, or Euronext.LIFFE, or in any
such case one of their affiliates or successors, introduces a “physical delivery” contract
after September 14, 2006 (and if such contract has been introduced prior to the Effective
Time, such contract was not terminated or withdrawn prior to the Effective Time) that (x)
has the same contract terms as a Core Product (other than immaterially different terms) or
(y) has the same contract terms as a Core Product except that it is cash-settled (other than
any immaterially different terms) or (ii) the Board of Directors of ICE requests that the
Public Directors determine whether the introduction of a “physical delivery” contract by
another exchange is a Competitive Contract (as defined in Annex B to the Bylaws) with
respect to a Core Product and the Public Directors, by a Required Public Director Vote,
determine that such contract is a Competitive Contract, at the request of ICE, the
Corporation will eliminate the $1.00 amount specified in the preceding paragraph with
respect to such Core Product and adjust the electronic trading fee; provided, however,
that in no event shall the electronic trading fee for such Core Product be lower than the
open-outcry trading fee for such product, except in connection with bona fide market
making programs.

(d) Subject to the other provisions of the Bylaws, the Exchange
will trade any derivative of a contract for a Core Product (such as a Mini or Maxi
Contract) proposed by ICE, unless the trading or clearance of such new contract would
violate applicable laws or regulations, and no such new contract shall be subject to the
$1.00 amount specified in paragraph (b) above. ICE may determine that any such Mini

A3

NY12528:257556.13


either to approve or disapprove the same, provided that the Committee shall refer the application
to the Board whenever (i) an application contains, or the Committee learns of, information of the
type specified in the Rules as constituting a condition for denial, (ii) an application is filed by a
suspended Member seeking reinstatement, (iii) an application is filed by an expelled Member or
(iv) a member of the Committee requests that such application be referred to the Board, provided
that such request is made prior to the time at which the vote is taken,

(b) The Board shall consider each application referred to it by the Membership Committee
and shall vote for or against election of the applicant to Membership. An applicant receiving
affirmative votes of a majority of those Board members present at a duly convened meeting shall
be elected to Membership; provided, however, that a suspended Member's application for
reinstatement shall be treated in accordance with the Rules of the Exchange concerning the
reinstatement of suspended Members, and an expelled Member's application for readmission:

(i) shall only be considered if notice thereof shall have been included in written notice of
the meeting, which shall have been given at least three (3) days in advance thereof; and

(ii) shall require the affirmative votes of three-fourths of the Board members present to
effect a readmission.

(c) In the event that the Membership Committee recommends to the Board denial of an
application or the Board intends to deny such an applicant, the applicant shall be given notice
thereof and an opportunity to be heard by the Board, or a Special Committee designated for this
purpose by the Board, to present evidence as to why the application should not be denied,
provided that the Secretary of the Exchange receives a written request from the applicant for such
a hearing within ten (10) days after the receipt of such notice by the applicant. If a hearing is held
before a Special Committee designated by the Board pursuant to this paragraph (c), such Special
Committee shall report its findings and conclusions to the Board.

(d) Any application rejected by the Board shall not be reconsidered for one (1) year.
Rule 2.08. Conditions for Denial

The Exchange may deny Membership or reinstatement to any applicant seeking approval as a
NYBOT Member, NYBOT Permit Holder or Lessee who:

(a) does not meet any of the qualifications for Membership, or does not follow the procedures
for application, set forth in these Rules;

(b) has been denied registration or whose registration has been revoked or is currently
suspended by the CFTC or by the Securities and Exchange Commission;

(c) has been convicted of any felony or misdemeanor;

(d) has been enjoined by order, judgment or decree of any court of competent jurisdiction or
of the CFTC or the Securities and Exchange Commission or of any state securities authority or
agency from engaging in or continuing any conduct or practice in connection with the purchase or
sale of any Commodity, security, option or similar instrument;

(e) is or has been subject to an order of the CFTC denying trading privileges on any contract

market to the applicant, or suspending or expelling the applicant from membership on any
contract market;

(f) has ever been or is suspended or expelled from any commodity or securities exchange,
related clearing organization, the National Futures Association, the National Association of
Securities Dealers, Inc., or any other self-regulatory organization or other business or professional
association for violation of any rule of such organization;


EXHIBIT C
NYBOT®
DEFINITIONS
TABLE OF CONTENTS

A Transaction

Act

Affiliated Firm

Allowable Claim

Arbitrage Position
Associated Brokers

Board

Business Day

Call Option

Caller

Carrying Member

Cash Commodity

Certified Public Accountant
CFTC

Chairman

Claim

Claimant

Claim Notice

Class

Clearing Member

Clearing Organization
Clearing Organization Rules
Clerk

Closing Transaction

Cocoa

Coffee "C"®

Commodity

Commodity Contract
Conferring Agreement
Conferring Member
Conversion
Cotton No.
Customer
Customer Account
eCOPs*

EFP

EFS

Emergency

Emergency Event

Equity

Ethanol

Exchange

Exchange Futures Contract
Exchange Holiday

sm

Exercise Notice

Exchange Option

Expiration Day

FCOJ

Financial Contracts

Financial Emergency

Firm

Floor Broker

Futures Commission
Merchant or FCM

Futures Contract

Futures Equivalent Contract

Governor

Grantor

Guaranteed Member

ICE

In-the-Money Option

Index Contracts

Last Trading Day

Lessee

Lessor

Licensed Store

Licensee

Lot

Margin

Member

Member-Elect

Member Firm

Member of the Trade

Membership

Net Liquid Assets

NFC

NYBOT

NYBOT Member

NYBOT Member Firm

NYBOT Membership

NYBOT Permit Holder

NYBOT Trading Permit

Omnibus Account

Option

Option Buyer

Option Month

Option Seller

Out-of-the-Money Option


EXHIBIT A

FORM OF

BYLAWS
OF
BOARD OF TRADE OF THE CITY OF NEW YORK, INC.

ADOPTED EFFECTIVE [e}, 2006

ARTICLE I
DEFINITIONS; INTERPRETATION; ANNEXES AND SCHEDULES

Section 1.1 Capitalized terms used but not defined herein shall have
their respective meanings set forth in Annex D.

Section 1.2 Any reference in these Bylaws to the Delaware General
Corporation Law shall be to the Delaware General Corporation Law as it now exists or as
it may hereafter be amended.

Section 1.3 The Annexes hereto (and any Schedules thereto) are hereby
incorporated by reference into, and shall be deemed to be part of, these Bylaws.

Section 1.4 To the extent that there is any conflict or inconsistency
between the Bylaws and the Rules, the Bylaws shall control.

ARTICLE II
OFFICES

Section 2.1 The registered office of Board of Trade of the City of New
York, Inc. (the “Corporation” or “NYBOT”) shall be in the City of Wilmington, County
of New Castle, State of Delaware. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors of the

Corporation (the “Board of Directors”) may from time to time determine or the business
of the Corporation may require.

ARTICLE III
MEETINGS OF STOCKHOLDERS

Section 3.1 Annual Meetings.

(a) Annual meetings of stockholders shall be held at such date and
time as shall be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect the Board of Directors and transact such
other business as may properly be brought before the meeting.

(b) Notice of the annual meeting stating the place, if any, date and
hour of the meeting, and the means of remote communications, if any, by which
stockholders may be deemed to be present in person and vote at such meeting, shall be

NY12528:257556.13


Trading Permit

The term "Trading Permit" means any right (other than a Trading Membership), as expressly
provided for in the By-laws and the Rules, to buy and sell one or more specified Commodity
Contracts on the Exchange, together with and subject in all respects to such other rights and
obligations as are expressly provided in the By-laws and the Rules.

Underlying Futures Contract

The term "Underlying Futures Contract" shall mean the Futures Contract which is the subject
of an Option,

MEMBERSHIP RULES

REQUIREMENTS
Rule 2.01. Qualifications

To be eligible to become and remain a NYBOT Member, NYBOT Permit Holder or Lessee, a
person must be a natural person at least twenty-one (21) years of age, of good character,
reputation and business integrity with adequate financial resources and credit to assume the
responsibilities and privileges of Membership.

Rule 2.02. Reserved
APPLICATION PROCEDURES

Rule 2.03. Application

(a) An individual applying to be a NYBOT Member, NYBOT Permit Holder or Lessee must
file with the Exchange an application for Membership in the form supplied by the Exchange, a
non-refundable application fee in the amount specified by the Board, a confidential statement or
report from two (2) different business references acceptable to the Membership Committee and
such other documents as the Exchange may deem necessary or appropriate, including in the case
of a NYBOT Membership, evidence that the individual owns or will acquire the Required Shares,
or that the Required Shares will be owned by a Member Firm with which the Person has entered
into an A-B-C Agreement approved by the Exchange.

(b) Unless the Chairman of the Membership Committee decides otherwise, in his sole
discretion, an individual who had been a Member in good standing and who, following transfer of
his sole Membership, files an application for readmission to Membership, in the form prescribed
by the Exchange, a non-refundable application fee in the amount specified by the Board and such
other documents as the Exchange deems necessary or appropriate, shall be readmitted to
Membership if such application, fee and other documents are filed within forty-five (45) calendar
days following the date of transfer of the applicant’s sole Membership.

(c) Incomplete applications shall be kept on file for two (2) months; thereafter, the application
shall be deemed withdrawn and an applicant must submit a new application for Membership.

Rule 2.04. Notice of Application

The name of each applicant shall be posted on the Member Page of the Exchange's website or
otherwise sent to all NYBOT Members at least ten (10) days prior to the Membership Committee
meeting at which such application is to be reviewed.

Rule 2.07. Election to Membership by the Board; Reinstatement; Rejection

(a) The Membership Committee shall, when it deems the application to be complete, either
approve the application or refer the application to the Board for action with a recommendation


(c) A guarantor may terminate its guarantee of a Guaranteed Member by serving upon the
Exchange and the Guaranteed Member written notice of such termination. Such notice shall
indicate the effective time and date of termination provided, however, that in no event may a
guarantee be terminated prior to the Exchange's receipt of such notice and communication of such
termination to the Members in accordance with this Rule. Except as provided in paragraph (d)
hereof, a guarantee shall remain in full force and effect until the effective time and date indicated
in such notice. At the effective time and date of termination, the affected Guaranteed Member's
floor trading privileges shall be suspended immediately and shall be reinstated upon approval of a
new guarantor.

(d) Without limiting any other provisions of the Rules, if at any time the Member Firm
privileges of a guarantor on the Exchange are suspended, terminated or canceled, or if a guarantor
shall cease to be or shall be suspended as a Clearing Member of the Exchange, or if a guarantor
shall be restricted by either the Exchange or the Clearing Organization to trading for liquidation
only, all guarantees submitted to the Exchange by such guarantor shall automatically terminate.

(e) When a Guaranteed Member requests to change guarantors, the President or his designee
(when he deems the application to be complete) may approve a new guarantor of such
Guaranteed Member. Any such approval shall only be effective until the next meeting of the
Membership Committee, at which time the Committee shall either ratify and approve the
application or refer the application to the Board for action with a recommendation either to
approve or disapprove the new guarantor of such Guaranteed Member. If for any reason the
President or his designee does not approve the new guarantor, the Membership Committee shall
review the request and either approve the application or refer it to the Board for action with a
recommendation either to approve or disapprove the new guarantor. The Exchange shall notify
the existing guarantor, if any, of requests to change guarantor by its Guaranteed Member at least
five (5) Business Days prior to the effective date of such request.

(f) The Exchange shall promptly give notice to the Members of any termination of guarantee.
Rule 2.17. Member Claims Not Recoverable Against Guarantor

A Clearing Member guarantor shall not be obligated to pay any Claim based on any failure
by the Guaranteed Member to perform, pay and discharge any of his obligations or liabilities,
unless the Claimant had given the Clearing Member guarantor or the Exchange written notice of
such Claim within four (4) Business Days after such Claim arose. The Exchange shall notify the
Clearing Member guarantor promptly upon receipt of any such notice of Claim. For purposes of
this Rule, a Claim shall be deemed to arise on the first date that the Claimant has the right to
receive payment (without regard to any extensions of time granted by the Claimant) from the
guaranteedGuaranteed Member, whether or not any demand for such payment is made.

FLOOR TRADING PRIVILEGES
Rule 2.18. Qualifications and Requirements for Floor Trading Privileges
(a) To be eligible to receive and hold floor trading privileges a Person must:

(i) Be an individual NYBOT Member, NYBOT Permit Holder or Lessee in good standing,
and guaranteed by a Clearing Member in accordance with Rule 2.16; and

(ii) Comply with the application and approval procedures for the granting of floor trading
privileges; and

(iii) Be sponsored by two (2) NYBOT Members who have been granted floor trading
privileges and have been NYBOT Members for at least six (6) months preceding the date of
the applicant's application for floor trading privileges; and


and any number of members of the Arbitration Committee, Business Conduct Committee,
Control Committee, and Floor Committee may be Affiliated Persons of the same Person. In the
event that two (2) or more individuals shall be appointed to a committee in violation of this
resolution, none of such appointments shall become effective, In the event that at any other time
the appointment of an individual to a committee would result in a violation of this Resolution
because any member of the same committee already holding office is an Affiliated Person of the
same Person as such individual, such appointment shall not become effective.

For purposes of this Resolution, the term "Affiliated Person" shall mean: with respect to any
individual, any Person of which such individual is a partner, trustee, officer, director or employee
or has control, and any Person who controls, is controlled by or is under common control with
such Person; with respect to a Firm, any Person who controls, is controlled by or is under
common control with such Firm, and without limiting the generality of the foregoing, any partner,
trustee, officer, director or employee of such Firm.

For purposes of this Resolution, the term "control" means the power to direct or cause the

direction of the management or policies of a Person, whether through ownership of securities, by
contract or otherwise.

FLOOR TRADING RULES

Rule 4.23. Combination Transactions

(a) For the purposes of this Rule, the term "Combination Transaction” shall mean two (2) or
more Commodity Contracts traded simultaneously and comprised of an Exchange Options
Position and a related Exchange Futures Position.

(b) Combination Transactions may be executed only by a Trading Member with floor trading
privileges on the Exchange in an area of the Exchange designated for such purpose.

(c) Combination Transactions may only be executed when both the Exchange Futures
Contract and its related Exchange Options Contract are listed for trading.

(d) All Commodity Contracts comprising the Combination Transaction must be for the same
account.

(e) Prices of Combination Transactions shall not establish daily trading ranges for any
Commodity Contract in the Combination Transaction. The Exchange Futures Contract in a
Combination Transaction must be priced within its respective daily price limits. Notwithstanding
the provisions of this paragraph (e), with respect to Combination Transactions executed for any of
the Financial Products, if a daily range has been established for any of the contracts comprising
the Combination Transaction, at least one (1) contract comprising such Transaction must be
priced within the daily range.

(f) Combination Transactions shall not set off any stop orders except for Combination
Transaction stop orders.

(g) No Floor Broker, upon receiving separate orders for Exchange Futures Contracts and
Exchange Option Contracts for the same or different Customers, may combine and execute such
orders as a Combination Transaction but must execute each order separately.

(h) The futures position must offset the net Options position of the Combination Transaction.

(i) The number of Exchange Futures Contracts should not exceed the number of Exchange
Options Contracts for the Combination Transaction.


NYBOT Membership rights and privileges of the transferor shall cease and the date on which
the transfer is to become effective. A NYROT.Membership subject to the provisions of an A-
B-C Agreement may not be transferred unless and until the Member Firm that is party to such
agreement submits written notice to the Exchange acknowledging notification of such
transfer. The Exchange shall notify the Members of the receipt of such Notification of
Intention to Transfer no less than ten (10) days prior to the intended effective date of such
transfer, i r ¥ ite;

(ii) Any investigation commenced by the Compliance Department with respect to such
Member has been concluded and any resulting disciplinary actions have been completed;

(iii) All Claims of the Clearing Member guarantor of such Member, if any, arising directly
from (A) any payment by such guarantor pursuant to the guarantee, or (B) the clearance by
such Clearing Member guarantor of any Transaction executed by such Member on the
Exchange or subject to the Rules, which in either case are filed with the Exchange within ten
(10) days after the Exchange sentnetifieation-to-the Membershias posted natice of the receipt
of the Notice of Intention to Transfer,on,the Member page of the Exchange's website, have

been paid or resolved in accordance with the Rules;
(iv) All Allowable Claims of Members against such Member filed with the Exchange

within ten (10) days after the Exchange sentnotifieation-te-the-Membershas posted notice o|

the receipt of the Notice of Intention to Transfer_on.the Member page of the Exchange's
website, have been paid or resolved in accordance with the Rules; and

(v) All dues and assessments levied by the Clearing Organization or the Exchange with
respect to the NYBOT. Membership sought to be transferred have been paid and all fines and
fees imposed or charges assessed by the Clearing Organization or the Exchange against the
NYBOT. Member whose NYBOT Membership is to be transferred have been paid in
accordance with the Rules.

(b) Notwithstanding the fifteen-day requirement in subparagraph (a)(i) of this Rule, subject to
the approval of the President, a Notice of Intention to Transfer a Membership may be given to the
Exchange less than fifteen (15) days prior to the intended effective date of the transfer and the
conditions set forth in subparagraphs (a)(ii)-(v) need not be complied with, if the transferor
deposits with the Exchange an Official Teller”'s check or similar instrument issued by a bank or
such other financial institution as is acceptable to the Exchange payable to the order of the
Exchange in an amount equal to the sum.of-(i).the price of the last sale of a Membership of the
same type as the Membership sought to be transferred or the last bid for such a Membership,
whichever is higher;-plus_(ii).t 2 i i

Membership to be transferred. Upon receipt by the Exchange of such deposit the Membership
may be transferred, The Exchange shall retain such deposit in its custody either for fifteen (15)
days, or until such time as the provisions of paragraph (a) have been satisfied, whichever is
longer, Such deposit shall be paid and applied in accordance with the provisions of Rule 2.24

DUTIES OF MEMBERS
Rule 2.27. Duties of Member-Elect

(a) A Member-Elect shall within thirty (30) days after his election or such longer period of
time as the President shall determine:

(i) sign an agreement in the form supplied by the Exchange to abide by the Rules and all
amendments that may be made thereto; and

(ii) pay the Exchange such initiation fee as the Board may determine from time to time; and


as.such materials are delivered to the members of the Committee,

(c) The Committee shall have_and may exercise only the power and authority of approving or
reigcling any modifications to the contractual terms and conditions ,respeeting Coffee Futures and

Options Contracts. Any such modifications may be implemented only if, approved by the
Committee py a two thirds vote of the members present at_a_mecting al which a quorum is

(Deleted:

Deleted: 10 recommend any additions, |
deletions or amendments to the Rules

|e J: addition, deletion or

presen,

Annex _C to the Bylaws, the Committee shall not have the power or authority to

pr pres ent the implementation of a decision by the Board with respect lo, or make or reject
any_pruposed changes with respect 1 the trading of Coffee Fuwures and_Options

by open-oulery versus lec z x y u

Commodity Contract or other operations of the Exchange, In the event that the Exchange
ix wading Coffee Future Options Contracts bo! cn-outery and electronica

the Committee shall take all actia onably necessary fo ensure the terms of both the

iery _and_clectronivally-waded versions ate consistent with cach other and
fungible

ded-by d-Septenth 4y-effeetive Sep 23,200448(0)
Rule 3.11. Compensation GemmitteeResarved.

(ea Fhe Comp saath Jie dshalteons “4
Publie-G = 5in-46) awh Publi d-the President-of th
Bxcheeensitrereficie member:

by The hatbestablish-and: he Bxehenve! foratt

es pensation pol
Exehange-personnet

Rule 3.13, Cotton Committee

¢a}-Fh i
'

fe

Exel: d-shatt :
1 Exchange-Committeeand-shat_eonsist-of-n

40), 4s identified with th
¥ (40)

|
| amendment to the Rules must be }
{ Deleted: prior to consideration bythe
| Board. The Board shall not take any

| action respecting the Coffee Furures and

| Options Contracis without prior approval

| of the Committee. The Committee must

approve

| Deleted: any addition, deletion or
4 amendment to any Rule respecting Coffee
«Forures and Options Contacts,



the number, not less than three, fixed from time to time by the Board of Directors, acting
by a majority vote of the total number of directors which the Corporation would have,
prior to any increase or decrease, determined as if there were no vacancies, provided, that
no decrease shall shorten the term of any incumbent director; and provided, further, that

until [e ] (the “Four-Year Anniversary”), the Board of Directors shall consist of at least
four Public Directors.

(b) Each director shall be elected by the stockholders at their annual
meeting; provided, however, that the NYBOT Designees shall not be required to be
elected at any such annual meeting until after the Two-Year Anniversary. Each initial
Public Director shall hold office for four (4) consecutive one (1) year terms from the
Effective Date and shall be reelected by ICE at each annual meeting called for such
purpose if such Public Director is nominated by a majority of the other Public Directors;
provided, that if ICE fails to elect any such Public Director for any reason, such Public
Director shall continue in office as provided in the immediately succeeding sentence.
Each director shall hold office until the next election, and until his or her successor is
elected and qualified or until his or her earlier death, resignation or removal. Any
director may resign at any time upon written notice or by electronic transmission given to
the Board of Directors or to the Chief Executive Officer or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, no acceptance of such resignation shall be necessary to make
it effective.

(c) Directors need not be stockholders.

(d) Notwithstanding anything to the contrary set forth herein, no
director who is a NYBOT Designee may be removed solely because he or she fails to
qualify as a Public Director. In the event applicable CFTC rules or other requirements
require that additional directors of the Corporation qualify as Public Directors, the Board
of Directors, after consultation with the Public Directors, shall cause the Corporation to
take all necessary actions to increase the size of the Board of Directors by such number of
Public Directors as is necessary to satisfy then applicable laws or CFTC rules or
requirements relating to the independence of directors.

Section 4.2 Vacancies. Any vacancies resulting from death,
resignation, disqualification, removal or other cause, and newly created directorships
resulting from any increase in the authorized number of directors or from any other
cause, shall be filled by, and only by, directors then in office, even if less than a quorum,
or by the sole remaining director; provided, however, that until the Four-Year
Anniversary (with respect to the Public Directors) and the Two-Year Anniversary (with
respect to the NYBOT Designees), (i) any vacancy in a directorship most recently held
by either of [___] or [___] (each, a “NYBOT Designee”) shall be filled by, and only by,
an individual nominated by the remaining NYBOT Designee, if then holding office (and
in the event there is no remaining NYBOT Designee, the directors then in office shall fill
each such vacancy by selecting an individual from Annex E) and (ii) any vacancy in a
directorship most recently held by one of the four Public Directors shall be filled by, and
only by, an individual appointed by the remaining Public Directors then holding office
and approved by ICE (such approval not to be unreasonably withheld); provided, further,

6

NY 12528:257556.13


(g) has accumulated a disciplinary or arbitration record at any exchange, association or
similar tribunal which record is judged by the Membership Committee or the Board to be such
that membership for the applicant would not be in the best interests of the Exchange;

(h) is subject to any material unsatisfied liens or judgments;

(i) has made any false statement in or in connection with any application filed with the
Exchange;

(j) has been individually, or as a Principal of a Firm that has been, subject to any liquidation,
arrangement, reorganization, receivership, assignment for the benefit of creditors or other
bankruptcy or insolvency proceeding, under state or federal law, within the past ten (10) years;

(k) has engaged in an established pattem of failure to pay just debts; or

(I) fails to meet such other qualifications as the Board may from time to time determine are in
the best interests of the Exchange.

MEMBER FIRMS
Rule 2.09. Eligibility for Member Firm Privileges

(a) Any Firm shall be eligible to receive Member Firm privileges provided that at least one
(1) of its general partners, directors, officers, members, executive employees or managers (a
"Conferring Member") (i) is a full-time employee of such Firm or an Affiliated Firm thereof and
is not employed by any other Person; (ii) is a Trading Member in good standing and (iii) has and
exercises authority over the affairs of the Firm directly related to the Firm's activities on the
Exchange, satisfactory to the Membership Committee.

(b) A Member who is a special or limited partner in a Firm may not confer any of the
privileges of the Exchange on such Firm.

(c) A Member cannot confer Membership privileges upon more than one (1) Firm at any one
(1) time.

Rule 2.10. Application for Member Firm Privileges

(a) To obtain Member Firm privileges, a Firm shall file with the Exchange an application for
Member Firm privileges in a form approved by the Board, accompanied by a non-refundable
application fee in the amount specified by the Board, and such other documents as the Exchange
may deem necessary or appropriate, which documents shall include, but shall not be limited to:

(1) an agreement whereby the Firm shall agree to abide by and be subject to the Rules;

(2) an agreement in a form prescribed by the Exchange, signed by the Conferring Member,
making the proceeds from the sale of his Trading Membership and the corresponding
Required Shares, if applicable, available for settlement of Exchange, Clearing Organization
and Members” Claims against such Firm and against any Affiliated Firms of such Firm that
are entitled to Member Firm rates on contract fees in accordance with Standing Resolution
No. R-6, but which are not themselves Member Firms, and against such Member as
prescribed in such agreement; provided, however, that any Member Firm, which has more
than two (2) Persons who are Lessees and are either partners, shareholders or employees
soliciting or accepting orders from or executing Transactions for other Persons, must file with
the Exchange duly executed Conferring Agreements with respect to two (2) Trading
Memberships;

(3) in the case of a partnership, a copy of the partnership agreement together with any
amendments thereto, certified by a general partner;

(4) in the case of a corporation, a copy of the certificate of incorporation, including all
amendments thereto, the by-laws, and a resolution of the board of directors thereof


officer of the Corporation to appoint one or more officers of the kind described in the
immediately preceding sentence (other than any Senior Officers). Any number of offices
may be held by the same person and directors may hold any office, unless the Certificate
of Incorporation or these Bylaws otherwise provide.

Section 9.2 Unless otherwise provided in the resolution of the Board of
Directors electing or authorizing the appointment of any officer, each officer of the
Corporation shall hold office until his or her successor is chosen and qualifies or until his
or her earlier resignation or removal. Any officer may resign at any time upon written
notice to the Board of Directors or to the Chief Executive Officer or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein or, if no time
is so specified, immediately upon delivery, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. Any officer may
be removed with or without cause at any time by the affirmative vote of a majority of the
Board of Directors. Any officer authorized by the Board of Directors to appoint a person
to hold an office of the Corporation may also remove such person from such office with
or without cause at any time, unless otherwise provided in the resolution of the Board of
Directors providing such authorization. Any such removal shall be without prejudice to
the contractual rights of such officer, if any, with the Corporation, but the election of an
officer shall not of itself create contractual rights. Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors.

Section 9.3 Any action taken by the Board of Directors or any
committee thereof with respect to the compensation and benefits of officers of the
Corporation shall be approved by the stockholders.

ARTICLE X
CERTIFICATES OF STOCK

Section 10.1 The shares of stock in the Corporation shall be
uncertificated shares except, to the extent, if any, required by applicable law, every
holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in
the name of the Corporation by the Chief Executive Officer or a Vice President and the
Chief Financial Officer or an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares of stock registered in certificate form
owned by him or her in the Corporation. Any of or all the signatures on any such
certificate may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

ARTICLE XI
REGISTERED STOCKHOLDERS

Section 11.1 The Corporation shall be entitled to recognize the exclusive
right of a Person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and shall not be bound to recognize any equitable or other claim to

1
NY12528:257556.13


NYBOT
DEFINITIONS

Board

The term "Board" shall mean the tors of the Exchange. Any refere
‘Board of Govemors” in the Rules shall also mean the Board of Directors of the Exchange.
Board Officers.

Eh "Board Officers! shalt the- Chai: £-the Beard-the Viee-Ch

ofthe Board-andthe-Freastirer:

Carrying Member
The term "Carrying Member" shall mean a MemberEuuces Commission Merchant that

carries one or more Customer Accounts.
Claim Notice

The term "Claim Notice" shall mean a notice of claim against the proceeds of sale of a
‘Trading Membership or Trading Penmitas provided in the Rules.
Class

The term "Class" shall mean, with respect to any Option, a Put Option or a Call Option
covering the same Underlying Futures Contract.

bers-of NYBOF

Pi y Mets
Conferring Member

The term “Conferring Member” shall mean, with respect to a Member Firm, tegach Trading
Member who satisfies the criteria specified in Rule 2.09,

Contract Specifications Committee

F io Speci 3 2” shalt hich-the Board

nestobtain-approval-bef dime-th * . ity

hieh-sueh he evi d-shall-inelide-the Board: é mw
og a

sth Ht th —the-Bor “Sugar Pr te

E 1 Dred: he Index Prod: he_World m"

ei a
spe
Elected Governors:


Lessor

The term “Lessor” shall mean an individual who leases a NYBOT Membership of which he
is the owner to another individual who thereby becomes the Lessee of such NYBOT
Membership.

Member

‘The term "Member" shall mean and include a Permit Holder, Lessee, Member Firm
andTrading Member.

Member-Elect

The term "Member-Elect” shall mean any individual applying to become a Trading Member,
Permit Holder or Lessee whose application has been approved in accordance with the Rules but
who has not yet acquired a Trading Membership, Trading Permit or secured a lease of a NYBOT
Membership.

Member Firm

The term "Member Firm” shall mean any partnership, corporation, limited liability company,
sole proprietorship or other entity to which Exchange privileges have been conferred by a Trading
Member who is an Affiliated Person of such firm in accordance with the Rules.

+ * ®
Membership

The term “Membership” shall mean any Trading Membership, any Trading Permit and any
lease of a NY BOT Membership.

NYBOT®
The term “NYBOT” shall mean the Board of Trade of the City of New York, Inc.
NYBOT Member

The term "NYBOT Member" shall mean an individual who has been granted one or more
NYBOT Memberships pursuant to Section 1(a)(i) of Annex A to the By-laws.

NYBOT Member Firm

The term "NYBOT Member Firm" shall mean any partnership, corporation, limited liability
company, sole proprietorship or other entity to which Exchange privileges have been conferred
by a Trading Member who is an Affiliated Person of such firm in accordance with the Rules,
provided that such firm was a Member Firm on September 14, 2006.

NYBOT Membership

The term "NYBOT Membership” shall mean one of the Trading Memberships authorized to
be issued pursuant to Section 1(a)(i) of Annex A to the By-laws.

NYBOT Permit Holder

The term "NYBOT Permit Holder" shall mean an individual who has been granted one or
more NYBOT Trading Permits pursuant to Section 1(b)(i) of Annex A to the By-laws.


Common Stock shall not be permitted to clear Transactions at NYBOT Clearing
Corporation. Each Clearing Member shall grant to the Exchange a security interest in all
of such shares of ICE Common Stock as provided in the Rules in a manner, and pursuant
to arrangements, required by the Corporation.

(c) Subject to applicable law and CFTC requirements, the
Corporation shall take such actions as are reasonably necessary to cause the
organizational documents of NYBOT Clearing Corporation not to be inconsistent with
these Bylaws.

(d) Subject to the other provisions of these Bylaws, the
Corporation shall take such actions as are reasonably necessary to cause NY BOT
Clearing Corporation to clear any derivative of a contract for a Core Product (such as a
Mini or Maxi Contract) proposed by ICE, unless the trading or clearance of such new
contract would violate applicable laws or regulations. ICE may determine that any such
Mini or Maxi Contract is to be fungible and treated equivalently with Core Products.
NYBOT shall make, and shall cause NYBOT Clearing Corporation to make, all rule
changes necessary to permit such derivative contracts to be cleared by NYBOT Clearing
Corporation in accordance with customary risk practices.

(e) Subject to the other provisions of the Bylaws, the
Corporation shall take such actions as are reasonably necessary to cause NYBOT
Clearing Corporation to clear any new contract proposed by ICE that is not a derivative
contract for a Core Product, unless the clearance of such new contract would violate
applicable laws or regulations or the Board of Directors determines that clearing such
new contract would materially and adversely affect the long-term business of the
Corporation, without regard to how it may affect any other contract. The Corporation
shall make, and shall cause NYBOT Clearing Corporation to make, all rule changes
necessary to permit such new contracts to be cleared by NYBOT Clearing Corporation in
accordance with customary risk practices and to admit as Clearing Members all entities
that then clear any such contracts.

(f) The Corporation shall take such actions as are reasonably
necessary to cause NYBOT Clearing Corporation to clear all contracts traded by ICE or
ICE Futures as of September 14, 2006 and all contracts for energy products traded by
ICE or ICE Futures thereafter, unless the trading or clearance of such contracts would
violate applicable laws or regulations. The Corporation shall make, and shall cause
NYBOT Clearing Corporation to make, all rule changes necessary to permit such
contracts to be cleared by NYBOT Clearing Corporation in accordance with customary
risk practices and to admit as Clearing Members all entities that then clear any such
contracts.

AT
NY12528:257556.13


however, that if the directorship then vacated was held by a NYBOT Designee that
qualified as a Public Director, his or her successor must qualify as a Public Director. In
the event that there is a vacancy in a directorship required to be held by one of the two
NYBOT Designees, the remaining NYBOT Designee or, in the event there is no
remaining NYBOT Designee, the directors then in office, shall act to ensure that such
vacancy is filled promptly (and in any event within two weeks of the occurrence of such
vacancy). In the event there is a vacancy in a directorship most recently held by one of
the Public Directors, the Public Directors then holding office and ICE shall act to ensure
that such vacancy is filled promptly (and in any event within two weeks of the occurrence
of such vacancy). If any such vacancy is not filled within such two week period, the
stockholders may fill such seat with a Person who would qualify as a NYBOT Designee
or a Public Director, as the case may be. Prior to the Two-Year Anniversary, the
stockholders shall not remove any NYBOT Designee from the Board of Directors
without cause. Prior to the Four-Year Anniversary, the stockholders shall not remove
any Public Director from the Board of Directors without cause. If the Board of Directors
fails to adopt and approve fees or charges for a Commodity Contract proposed by ICE
(provided that such proposed fees or charges do not violate Section 4(b) of Annex A or
Section 4 of Annex B) or fails to approve any bona fide market maker programs that are
consistent with standard industry practices, the stockholders shall have the right to
remove for cause any director who has not voted to adopt and approve such proposed
fees or charges, or market maker programs (including, in any such case, any director who
abstains from a vote to adopt and approve such proposed fees and charges, or market
maker programs). Any director elected or appointed to fill a vacancy or a newly created
directorship shall hold office until the next annual election and until his or her successor
is duly elected and shall qualify, or until his or her earlier resignation or removal.

Section 4.3. Authority. The business of the Corporation shall be
managed by or under the direction of its Board of Directors.

Section 4.4 Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware.

(a) Regular meetings of the Board of Directors may be held at such
time and at such place as shall from time to time be determined by the Board of Directors
and publicized among all directors, and if so determined and publicized, notice thereof
need not be given.

(b) Special meetings of the Board of Directors may be called by the
Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the Chief
Executive Officer or by any two directors on reasonable notice to each director either
personally or by mail, e-mail or facsimile, which notice, with respect to each director,
may be waived in writing by such director.

Section 4.5 Quorum. At each meeting of the Board of Directors, a
majority of the total number of directors fixed hereby (including any vacancies) shall
constitute a quorum. The vote of a majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors unless the Certificate of
Incorporation or these Bylaws shall require a vote of a greater number. In case at any

7
NY12528:257556.13


(f) The Floor Trading Privileges Committee will report to the Board its decision regarding the
applicant's application.

(g) In the event the Committee grants the application, the six (6) month period following the
effective date of said grant shall be deemed a probationary period. During said probationary
period, the Executive Floor Committee may, extend said probationary period, or revoke or
suspend such applicant's floor trading privileges.

(h) None of the provisions of this Rule 2.21 shall apply to temporary floor traders’
identification badges issued solely to authorize the effectuation of an "AA" or “YEFP2
Transaction,

(i) A Member who has been granted floor trading privileges and is changing his type of
Membership shall not be required to re-apply for floor trading privileges, but, if the Member's
floor trading privileges are restricted or extended by virtue of the change in type of Membership,
the Exchange will announce to the Trading Floor the change in floor trading privileges.

() A Member, who had been granted floor trading privileges prior to transferring his sole
Membership and is readmitted to Membership pursuant to Rule 2.03, shall have such floor trading
privileges reinstated on the effective date of the Member*'s readmission-Amended-by-the Board

MEMBERHIPNYBOT MEMBERSHIP LEASING AND TRANSFERS

Rule 2.23. NYBOT Membership Leasing

(a) A NYBOT Membership may be leased to an individual in accordance with this Rule. A
leased NYBOT Membership may be utilized for the limited purpose of trading in the Commodity
Contracts the membershipNYBOT Membership being leased would permit the Lessor to trade
and in such other Commodity Contracts as may be specified by the Board from time to time. The
Rules governing qualification for and maintenance of the NYBOT Membership shall apply in the
case of any such Lessee.

(b) An application for approval of a lease must be accompanied by a nonrefundable
application fee in the amount specified by the Board.

(c) The following provisions shall apply:
(i) All Rules shall continue to apply to the Lessor of the NYBOT Membership.
(ii) Fhe-hessor-shatteontinueto-be entitled tor

4 Dthreuah-(4)-hereetonlyto-a he-Lesser's-Membership-entitles-hi

% derthe Rules-and:

-

A Lessor shall be ineligible for floor
trading privileges, or to confer Member Firm privileges, based upon the leased NYBQT
Membership.

(iii) Leases must be in the standard form provided by the Exchange.


as it may see fit. The Committee may suspend the license of any inspectors, weighers or
samplers, pending final action by the Board.

(h) The Committee shall consider and decide all questions that may arise in connection with
the delivery of Cotton on an Exchange Futures Contract including, but not limited to, any
question affecting the handling or delivery of such Cotton, Any decision rendered or
interpretation or construction made shall be subject to appeal to the Board.

Rule 3.15. Domestic Sugar Committee

(a) The Domestic Sugar Committee shall be an Exchange Committee and shall consist of (i)
nine members, to be selected by ICE, who are actively engaged, or employed by a firm that is
actively engaged, in the domestic sugar industry; (ii) three Floor Brokers in the domestic sugar
industry; (iii) two members who are Affiliated Persons of FCMs; and (iv) one member
representing an asset management firm advising investment funds or separate accounts that trade
in the domestic sugar industry or a proprietary trading desk of an investment bank. The Domestic
Sugar Committee shall be composed of at least two-thirds of NYBOT Members or individuals
associated with NYBOT Member Firms. Unless the Board of Directors of NYBOT otherwise
determines, each member of the Committee filling one of the memberships designated in clause
(ii) or (iii) of this Rule 3.15(a) shall be a NYBOT Member or an Affiliated Person of a NYBOT
Member Firm. Any member of the Committee designated in clause (ii) or (iii) of this Rule 3.15(a)
who fails to remain a NYBOT Member or an Affiliated Person of a NYBOT Member Firm shall
be disqualified from serving on, and shall promptly resign from, the Committee. Except as
specifically set forth herein, the Board of Directors of NYBOT shall appoint all members of the
Committee.

(b) ICE may appoint one or more nonyvoting observers (each, a “Trade Committee Observer”)
to the Committee. Each Trade Committee Observer shall be entitled to (i) receive written notice
of each meeting of the Committee and (ii) attend and observe all meetings of the Committee. All
such Trade Committee Observers will be entitled to receive any and all written materials
delivered to the members of the Committee in connection with any meeting of the Committee at
the same time and in the same manner as such materials are delivered to the members of the
Committee.

(c) The Committee shall have and may exercise only the power or authority of approving or
rejecting any modifications to the contractual terms and conditions respecting Sugar No. 14TM
Futures and Options Contracts. Any such modifications must be approved by the Committee by
a two thirds vote of the members present at a meeting at which a quorum is present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the
implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of Sugar No. 14 Futures and Options Contracts by open-
outcry versus electronic trading, or with respect to any other Commodity Contract or other
operations of the Exchange. In the event that the Exchange is trading Sugar No. 14 Futures and
Options Contracts both by open-outcry and electronically, the Committee shall take all action
reasonably necessary to ensure the terms of both the open-outcry and electronically-traded
versions are consistent with each other and fungible.

Rule 3.16. Ethanol Committee

(a) The Ethanol Committee shall be an Exchange Committee and shall consist of such
number of individuals who are employed by Firms that are identified with the business of the
ethanol trade as the Board shall determine from time to time. Any such individual may appoint
another individual to act in his place at any meeting of the committee at which the committee


Rule 3.35. Sugar Spot Price Committee

The Sugar Spot Price Committee shall be a Special Committee and shall consist of such
individuals who are identified with the sugar trade as the Board shall determine from time to
time. The Committee shall have the authority to appoint individuals to the sugar spot price roster
and perform such other duties as may from time to time be delegated to it by the Board. The
Sugar Spot Price Committee shall report all such appointments to the Board. The Board may
remove any person so appointed, with or without cause, at any time.

Rule 3.36. World Sugar Committee

(a) The World Sugar Committee shall be an Exchange Committee and shall consist of (i) nine
members, to be selected by ICE, who are actively engaged, or employed by a firm that is actively
engaged, in the world sugar industry; (ii) three Floor Brokers in the world sugar industry; (iii) two
members who are Affiliated Persons of FCMs; and (iv) one member representing an asset
management firm advising investment funds or separate accounts that trade in the world sugar
industry or a proprietary trading desk of an investment bank. The World Sugar Committee shall
be composed of at least two-thirds of NYBOT Members or individuals associated with NYBOT
Member Firms. Unless the Board of Directors of NYBOT otherwise determines, each member of
the Committee filling one of the memberships designated in clause (ii) or (iii) of this Rule 3.36(a)
shall be a NYBOT Member or an Affiliated Person of a NYBOT Member Firm. Any member of
the Committee designated in clause (ii) or (iii) of this Rule 3.36(a) who fails to remain a NYBOT
Member or an Affiliated Person of a NYBOT Member Firm shall be disqualified from serving on,
and shall promptly resign from, the Committee. Except as specifically set forth herein, the Board
of Directors of NYBOT shall appoint all members of the Committee.

(b) ICE may appoint one or more non-voting observers (each, a “Trade Committee Observer”)
to the Committee. Each Trade Committee Observer shall be entitled to (i) receive written notice
of each meeting of the Committee and (ii) attend and observe all meetings of the Committee. All
such Trade Committee Observers will be entitled to receive any and all written materials
delivered to the members of the Committee in connection with any meeting of the Committee at
the same time and in the same manner as such materials are delivered to the members of the
Committee.

(c) The Committee shall have and may exercise only the power or authority of approving or
rejecting any modifications to the contractual terms and conditions respecting World Sugar
Futures and Options Contracts. Any such modifications may be implemented only if approved
by the Committee by a two thirds vote of the members present at a meeting at which a quorum is
present.

(d) Except as expressly set forth in Section 16 of the Bylaws, Annex B to the Bylaws or
Annex C to the Bylaws, the Committee shall not have the power or authority to prevent the
implementation of a decision by the Board with respect to, or make or reject, any proposed
changes with respect to the trading of World Sugar Futures and Options Contracts by open-outcry
versus electronic trading, or with respect to any other Commodity Contract or other operations of
the Exchange. In the event that the Exchange is tradingWorld Sugar Futures and Options
Contracts both by open-outcry and electronically, the Committee shall take all action reasonably
necessary to ensure the terms of both the open-outcry and electronically-traded versions are
consistent with each other and fungible.

Rule 3.37. Committee on Ethics and Professionalism

(a) The Committee on Ethics and Professionalism shall be a Standing Committee and shall
consist of three (3) Public Directors and two (2) Directors who are not Public Directors.


the public directors, by the requisite supermajority vote, determine that such
contract is a competitive contract.

The Exchange fee charged for electronic trading of any core product may
not be lower than the Exchange fee charged for open-outcry trading of such
product. The term “competitive contract” refers to any contract listed by a
competing exchange after September 14, 2006 that (i) has the same contract terms
as a core product (other than any immaterially different terms) or (ii) has the
same contract terms as a core product except that it is cash-settled (other than
any immaterially different terms); and that, in either case, may be expected to
give rise to a bona fide risk of a loss of market share for such core product by
New NYBOT if it failed to address and compete with such contract.

Side-by-Side Electronic Trading

The chief executive officer of New NYBOT will have the authority to
implement side-by-side electronic trading (including after-hours electronic
trading) with respect to any commodity contract, except for any cash-settled
commodity contract that has the same terms as a core product.

In addition, New NYBOT will, at the request of ICE, implement side-by-
side electronic trading with respect to a cash-settled commodity contract that has
the same contract terms as a core product if (1) certain competing exchanges, or
any of their respective affiliates, introduces a cash-settled contract that has the
same contract terms as a core product except that it is cash-settled (other than
immaterially different terms); or (2) the board of directors of ICE requests that
the public directors determine whether the introduction of a cash-settled contract
by another exchange is a competitive contract with respect to a core product and
the public directors, by the requisite supermajority vote , determine that such
contract is a competitive contract.

If another exchange has introduced a cash-settled contract that has the
same terms as a core product and that is settled using New NYBOT’s prices, then
New NYBOT may, at the request of ICE, eliminate the $1 surcharge with respect
to the physically-settled contract for such core product and adjust the electronic
trading fee. In such case, however, the public directors may thereafter reinstate
the $1 surcharge with respect to the physically-settled contract for such core
product if they determine, by the requisite supermajority vote, that reinstating
the $1 surcharge would not reasonably be expected to give rise to a bona fide risk
of loss of market share of New NYBOT. Additionally, the electronic trading fee
for such physically-settled core product may not be lower than the open outcry




the Trade Committee. All Trade Committee Observers will be entitled to receive any and
all written materials delivered to the members of relevant Trade Committee in connection
with any meeting of the Trade Committee at the same time and in the same manner as
such materials are delivered to the members of such Trade Committee.

(g) Each Trade Committee shall elect, by majority vote, a Chairman
and a Secretary.

Section 2 Meetings of the Trade Committees.

(a) Unless otherwise specifically provided in the Rules, regular
meetings of Trade Committees shall be held on such date and at such time as the Trade
Committee shall determine.

(b) | The Chairman of any Trade Committee shall have the authority to
call a special meeting of such Trade Committee to be held on such date and at such time
as the Chairman shall determine.

(c) Notice of all meetings of Trade Committees may be in writing, by
telephone, or by other means of communication. With the consent of the Chief Executive
Officer of the Corporation, the Chairman of the Board may call a meeting on twenty-four
(24) hour’s notice. The Chairman of the Board may call any other meeting on not less
than two Business Days’ notice before such meeting, which notice may be in writing
served at the offices of the members of the Trade Committee, by telephone, by facsimile,
by email or any other reasonable means of communication.

(d) Any action required or permitted to be taken by a Trade
Committee may be taken without a meeting if the number of members of the Trade
Committee necessary to take such action consent in writing to the taking of such action.

(e) Any one (1) or more members of a Trade Committee may
participate in a meeting by means of a conference telephone or similar communications
device allowing all Persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a meeting.

Section 3 Quorum; Vote.

(a) Unless otherwise specifically provided in the Rules, a majority of
the entire Trade Committee shall constitute a quorum for the transaction of business by
such Trade Committee.

(b) Unless otherwise specifically provided in the Rules, any action
taken by a vote of a majority of the Trade Committee members present at a meeting at
which a quorum is present shall be deemed to be a valid action of such Trade Committee.

Section 4 Scope of Authority. Each Trade Committee shall have and
may exercise only the power or authority of approving or rejecting any modifications to
the contractual terms and conditions of any Core Product over which such Trade
Committee has authority (and no such changes may be made without the Trade

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including the final decision on any appeal, shall be retained for a period of five (5) years and then
destroyed.

(b) All proceedings conducted by or before the President, the Floor Committee, the Business
Conduct Committee, the Appeals Committee and the Executive Committee pursuant to this
Chapter shall be confidential and shall not be disclosed to any Person except:

(i) as required by law or by the Rules;
(i

(iii) as may be determined from time to time by the Board.

in any action or proceeding brought by or against the Exchange;

(c) In any case where:

(i) a Member enters into any settlement agreement with the Business Conduct Committee
(or any subcommittee thereof) or with the President which settlement agreement is approved
by the Business Conduct Committee (or any subcommittee thereof); or

(ii) the Business Conduct Committee (or any subcommittee thereof) renders a decision
finding a Member guilty of any Rule violation which is not timely appealed; or

(iii) the Appeals Committee or a subcommittee thereof renders a decision affirming a
decision finding a Member guilty of any Rule violation; or

(iv) the Executive Committee or the President takes action or renders a decision against a
Member pursuant to this Chapter;

the Exchange shall notify the membership and make public its findings and the reason for its
action, including any action taken or penalty ordered, but shall not disclose the evidence thereof,
except to the Member in question and to the CFTC. For purposes of this paragraph (c), the term
"make public" shall include, in the discretion of the President, disclosure of such findings and the
reasons for the action to the news media.

(d) Written notice of any suspension, expulsion, disciplinary action or denial of access shall
be given to the CFTC and to the Person who is suspended, expelled, disciplined or denied access
within thirty (30) days of the date such action becomes final, which notice shall include the
reasons for the action in the form and manner the CFTC prescribes.

(e) In any case in which:

(i) a Member enters into any settlement agreement with the Business Conduct Committee
(or any subcommittee thereof) or with the President which settlement agreement is approved
by the Business Conduct Committee (or any subcommittee thereof); or

(ii) the Business Conduct Committee (or any subcommittee thereof) renders a decision
finding a Member guilty of any Rule violation which is not timely appealed; or

(iii) the Appeals Committee renders a decision affirming a decision finding a Member
guilty of any Rule violation;

for a violation of the Rules involving the execution of, or the failure to execute, a Customer
Transaction which results in financial harm to such Customer, the Exchange shall promptly
inform the FCM identified on the records of the Exchange or the Clearing Organization as having
cleared such Transaction. Upon such notification, the FCM shall promptly inform the Person
identified on its records as the owner of the account for which the Transaction was executed of
the disciplinary action and the principal facts thereof.


authorizing the application for Member Firm privileges, duly certified by the secretary of
the corporation;

(5) in the case of a limited liability company ("LLC"), a copy of the articles of
organization and operating agreement, and all amendments thereto, duly certified by an
authorized member or manager thereof; and

(6) in the case of a sole proprietorship, a copy of a certificate of doing business as a sole
proprietor (d/b/a) which has been filed with the Clerk of New York County, City of New
York, at least five days prior to conferring membership privileges upon such sole
proprietorship.

(b) The Membership Committee shall, when it deems the application to be complete, either
approve the application or refer the application to the Board for action with a recommendation
either to approve or disapprove the same.

Rule 2.13. Termination of Member Firm Privileges

In the event the Conferring Member ceases to comply with the eligibility requirements
specified in the Rules, the Member Firm shall continue to enjoy Member Firm privileges for
ninety (90) days following the occurrence of such event. Thereafter, Member Firm privileges
shall be terminated unless, within such ninety (90) day period another Trading Member confers
privileges to the Firm.

CLEARING MEMBERS AND GUARANTORS

Rule 2.14. Application and Qualification of Clearing Members

(a) Any Firm desiring to become a Clearing Member shall submit an application in the form
prescribed by the Exchange. The Membership Committee shall, when it deems the application to
be complete, either approve the application or refer the application to the Board for action with a
recommendation either to approve or disapprove the application.

(b)(i) In order to be eligible to be a Clearing Member of Commodity Contracts other than
Index Contracts, a Firm must (A) have Member Firm privileges and (B) file with the Exchange
duly executed Conferring Agreements applicable to- four (4) NYBOT Memberships, provided,
however, that the requirement in this clause (B) shall not apply to any Firm that, on and prior to
June 10, 2004, cleared only Commodity Contracts previously traded on either (but not both) of
the Coffee, Sugar & Cocoa Exchange and the New York Cotton Exchange and has filed with the
Exchange duly executed Conferring Agreements applicable to two (2) NYBOT Memberships.

(ii) In order to be eligible to be a Clearing Member of Index Contracts, a Firm must, in
addition to the requirements set forth in subparagraph (b)(i), above, file with the Exchange
duly executed Conferring Agreements applicable to two (2) FINEX Trading Permits.

(iii) As required by Section 9(b) of Annex A to the By-laws, all Clearing Members must
hold at least 21,078 shares of ICE common stock, which may include the Required Shares of
a Conferring Member who has executed the agreement described in Rule 2.10(a)(2).

(c)(i) If an application is approved by the Exchange, the Firm desiring to become a Clearing
Member shall file an application with the Clearing Organization in such form as the Clearing
Organization may prescribe to demonstrate compliance with the conditions set by the Clearing
Organization for a Person to become a member of the Clearing Organization, which shall include
an agreement, including an agreement signed by the Conferring Member(s), if applicable, making
the proceeds from the sale of the ICE common stock required by Rule 2.14(b)(iii) available for
settlement of Exchange, Clearing Organization and Members’ Claims against such Clearing
Member in the order and according to the procedures prescribed in Rule 2.24.


Disciplinary Rules

The term “Disciplinary Rules” shall mean the rules and procedures governing the
investigation of rule violations and the disciplining of any Person in connection with such
violations, as set forth in the Corporation’s Rules.

Effective Time

The term “Effective Time” shall mean the time that the Merger becomes
effective.

Exchange
The term “Exchange” shall mean the Corporation.
Existing Product

The term “Existing Product” shall mean Commodity Contracts that are listed in
Schedule II attached hereto.

Floor Broker

The term “Floor Broker” shall mean any Person who has been granted floor
trading privileges pursuant to the Rules.

Former Member

The term “Former Member” means a holder of an equity membership in NYBOT
immediately prior to the Effective Time.

Former Permit Holder

The term “Former Permit Holder” means the holder of any right (other than the
right held by a Former Member) to execute trades in specified Commodity Contracts on
the Exchange immediately prior to the Effective Time pursuant to the rules or bylaws of
NYBOT in effect immediately prior to the Effective Time,

Futures Commission Merchant or FCM

The term “Futures Commission Merchant” or “FCM” shall have the same
meaning as defined in the Commodity Exchange Act.

Futures Contracts

The term “Futures Contract” shall mean any contract for the purchase or sale of a
Commodity for future delivery that is traded on or subject to the rules of any exchange.

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