ARTICLE 2
MEETINGS OF MEMBERS

Section 200. TIME AND PLACE OF MEETINGS OF MEMBERS

All meetings of Members shall be held at such place or places within or without the
State of New York and at such time or times as the Chairman shall designate.{Section
ab Adobe Bd

Section 200A. MEETINGS OF NPCL MEMBERS

NYMEX and any other person or entity who or which in the future owns
memberships for purposes of the NPCL in New-COMEX shall hold all meetings required
or permitted by law. Whenever NYMEX or any other person or entity who or which in the
future owns memberships for purposes of the NPCL in New-COMEX is required or
permitted to take any action by vote, such action may be taken without a meeting on
written consent, setting forth the action so taken, signed by NYMEX or any other person
or entity who or which in the future owns memberships for purposes of the NPCL in New
COMEX. (Section 200A Adopted 08/03/94)

Section 201. ANNUAL MEETINGS OF COMEX DIVISION MEMBERS

(A) | The COMEX Division Members shall hold an annual meeting at the offices
of the Exchange at a time designated by the Chairman on the second Tuesday in March
of each year. If such day is not a business day, the annual meeting shall be held on the
next succeeding business day.

(B) | The purpose of the annual meeting of COMEX Division Members shall be
to elect tenseven (497) Members (including a Chairman) to the COMEX Governors
Committee and to transact such other business as may come before the meeting.

(Section 204 Amended 02/05/06)

Section 202. SPECIAL MEETINGS OF COMEX DIVISION MEMBERS

(A) Special meetings of the COMEX Division Members may be called by the
Board or by the Chairman in their discretion. In addition, special meetings of COMEX
Division Members may be called at any time by the COMEX Governors Committee or by
the Chairman thereof in their discretion.

(B) A special meeting of COMEX Division Members shall be called by the
Chairman or by the Secretary upon receipt by the Chairman or by the Secretary of a
written demand of COMEX Division Members entitled to cast twenty percent (20%) of the

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until the successor for such member of the COMEX Governors Committee is appointed
and qualified. At the request of the Chairman of the COMEX Governors Committee, the
Chairman of the Board of Directors shall appoint such successor to replace any member
of the COMEX Governors Committee removed under this provision. Any such
appointment shall be made and become effective on the earlier of ten (10) days following
the request and a date for a meeting of the COMEX Governors Committee specified at
the time of the request by the Chairman of the COMEX Governors Committee.
Notwithstanding any provision above, in the event that the Chairman of the Board of
Directors fails to make an appointment within such time period, the removal shall be
deemed effective 10 days after the request by the Chairman of the COMEX Governors
Committee.
(C) Recall

(1) Within forty-five (45) days of presentation to the Secretary of the
Exchange of a written petition signed by at least twenty-five percent (25%) of the COMEX
Division Members, or, within sixty (60) days of the suspension of a COMEX Governors
Committee member, a recall election shall be conducted to determine whether a COMEX
Governors Committee member, other than a+nember-representingthose appointed by
the NYMEX DivisionVemberboard, shall remain in office. Recall of said COMEX
Governors Committee member shall require the affirmative vote of sixty percent (60%) of
the votes cast by the members of the COMEX Division voting at the election.

(2) | Nomember of the COMEX Governors Committee shall be subject to
recall within six (6) months of assuming office or to more than one recall election in any
twelve- (12) month period.

(3) In the event that a COMEX Governors Committee member is
recalled, the vacant COMEX Governors Committee membership shall be filled at the next
regular COMEX Governors Committee meeting in accordance with Section 405A of the
By-Laws.

(D) For purposes of this By-Law and Section 360 of these By-Laws, the
Chairman of the COMEX Governors Committee shall be treated in the same manner as
all other members of the COMEX Governors Committee. (Section 403A-Adopted
0803/94}

Section 404A. TENURE OF OFFICE OF COMEX GOVERNORS COMMITTEE
MEMBERS

(A) Chairman _of the COMEX Governors Committee. The Chairman of the
COMEX Governors Committee shall serve a term in office of two (2) years after election
by the COMEX Division membership-at-large. +he-Ghairman-ofthe GOMEX Governors

Committee clected-at the Initial Special Election shall-serve untiithe annual meeting of
GOME Bassin Members heli 4097-

(B) COMEX Governors Committee Members. The members of the COMEX
Governors Committee (other than the Chairman and those members who are elected

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Directors-shall-serve-on-the- COMEX Governors Committee-foraterm-coterminous-with
theirterms en-the Beards! Directors Any resresentative ofthe NYMEX Divison Member

thatis noten the Board of Directors. Sh. }} ry n-th COMEX G rnors-Cy Vaataattes fi v4
f r6-f : naw ‘ :
qualified. The- i om-_among Membe

Vice-Chairmantwhe- shall be a COMEX Division Member) shall be elected by the 772
COMEX Memberships. The Vice Chairman of the COMEX Governors Committee shall
be selected from among the seven Elected COMEX Governors on the Committee by a

vote of all of the Committee members.

(D) The Chairman of the COMEX Governors Committee or his designee shall
be entitled to_attend_all NYMEX board meetings in an_ advisory capacity, and shall be
entitled to attend all discussions regarding COMEX-related issues. The Chairman of the
COMEX Governors Committee may, by action of the Board, be excluded from those
portions of meetings of the Board (i) that relate exclusively to_ matters as to which the
Board concludes, based on the advice of counsel, that the presence of the Chairman of

the COMEX Governors Committee may result in the loss of a privilege against disclosure
which otherwise would be available, or (ii) during which the Board of Directors considers

actual or potential litigation brought by the COMEX Governors Committee or any COMEX
Division Member_or_a_ discussion of NYMEX_legal_rights vis-a-vis COMEX_Division

Members.

Each Elected MEX Governor will have the right to nd_any COMEX
Committee meeting (as noted in Sections 402(E) and (F)) in an advisory capacity.

(F)___Not more than one person who is a partner, officer, director, employee or
affiliate of a member or member firm, or of any affiliate of a member or member firm, shall
be eligible to serve as a member of the COMEX Governors Committee at one time.

(EG) In the event that there is a controversy as to the status of the business
affiliation of a member of the COMEX Governors Committee, the COMEX Governors
Committee shall make a final determination upon such data as it, in its sole discretion,

determines is necessary, relevant or material. (Section 400A Amended 09/04/96)

Section 401A. DELEGATION OF THE COMEX GOVERNORS COMMITTEE

(A) Committees of the COMEX Governors Committee. The COMEX
Governors Committee from time to time, by resolution, may delegate to regular
committees (all of whose members are members of the COMEX Governors Committee)
and to special committees (each consisting of three or more members of the COMEX
Governors Committee) all powers and authority of the COMEX Governors Committee
specified in the resolutions delegating such authority, and each such regular or special
committee shall have only the powers and authority specifically delegated to it by the
COMEX Governors Committee to the extent so specified in such resolutions.
Notwithstanding the foregoing, the COMEX Governors Committee may not delegate to

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Sections 413A-415A. [RESERV

Section 416A. PETITIONS FOR ELECTION TO THE COMEX GOVERNORS

(A) Nominations for the COMEX Division representatives on the COMEX
Governors Committee, including the Chairman, shall be made by petition signed by no
fewer than forty (40) COMEX Division Members—in—geod—standing,—exeept_that

serie by nolten ccned by vot love than 10 mombon of the apolcable-groue | in ‘good
standing. All nominating petitions shall be filed with the Secretary on or before the 35th
day prior to the annual meeting.

(B) No member shall-stand-for concurrent group and atdarge election -or for
Seneurent election 16 the COMEX Gevamers Gemvnkies 36a representative of the
Trade, Commission 4 nan
COMEX. Governors Committee: provided. however that_aA member serving on the
COMEX Governors Committee, whose term does not expire at the time of the annual
electionmeeting, may stand for election as the Chairman of the COMEX Governors
Committee. (Section-44+6A Adopted-08/03/04)

Section 447A.-APPLICABILIFY OF RULES

MEX.-Division_shall-be_thoserules_in_effect-on

Treules-appticableto the CO!
August 31994 as_ amended fromtimeto-time subjectte the terms andthe provisionsof
ihe By-Laws and the Merger Agreement. {Section 417A Adopted 08/03/94)

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(4) Proprietary trading until August 3+999November 20, 2011 (unless
such privileges are extended in accordance with Section 105(F)) of contracts traded on
the COMEX Division, seus “through the NYMEX ACCESS@ System, on terme euch

an Electronic Trading
System, on terms set forth in Section 105(F).

(C) The rights and privileges set forth in Section 157(A)(3), (5), (6) and (7) shall
be exercisable only by COMEX Division Members who are natural persons and not by
persons who lease or license memberships, and the rights and privileges set forth in
Section 157(A)(4) shall be exercisable only by COMEX Division Members who are
natural persons or COMEX Division Member Firms and not by persons who lease or
license their memberships. In the case of the NYMEX Division Members, the provisions
set forth in Section 157(B)(3) and (4) shall be exercisable only by NYMEX Division
Members who are natural persons and not by persons who lease or license
memberships.

(D) | COMEX Division Members shall have the rights and privileges to continue
dual trading in contracts traded on the COMEX Division (to the extent permitted by law)
on terms no more restrictive than those imposed for contracts traded on the NYMEX
Division. The-Board-shali not change the- COMEX Division trade data-entry systemo the
system-usedfor the NYMEX -Division-if such change would significantly impair dual
trading privileges on COME Diusion-contracis,

(E) _ If the Exchange at any time acquires, is acquired by or merges with or into
or otherwise consolidates with, another entity (or sells substantially all of its assets to or
acquires substantially all of the assets of any such entity) in-atransactionin—whieh
NYMEXDivision Members—as—a_class_acquire-trading--priviieges,(i) COMEX Division
Members shall be awarded trading_prleges pursuant to Section 1S71A)_as_if these
Atracts had -been-developed by the Exchangeretain in the surviving or resulting entity
all_of their existing rights and privileges under these By-Laws (to the extent that such
ights have not expired in accordance with their terms) except that COMEX Division
mbers will not have trading rights on the surviving or resulting entity under Sections
157(A and except those rights that were in existence with respect to contracts
being traded at the time of the merger, acquisition, consolidation or sale of ass and (ii
NYMEX shall use commercially reasonable efforts to obtain trading rights in the surviving
or resulting entity for subsequent New Contracts.

(F) | COMEX Division Members will have the right to receive an amount equal to
$10 million (to be distributed among the holders of COMEX Division memberships pro
rata, based on the number of memberships owned of record by each of them on the
effective date of the registration statement referred to below) upon the receipt by NYMEX
of the net proceeds of a NYMEX IPO (as hereinafter defined): provided, however, that
NYMEX shall d' it $500.000 into an account which shall be used to pay for the costs

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Section 926.943. RULES
The term "Rules" shall mean the eee ee teee a ha ene ie the Meraer

led fro tin -to-time s ibiect to Sect ion 501.

Section 928.944. TRADE

The term "trade" shall mean any purchase or sale of any contract made in
accordance with COMEX Division By-Laws or Rules. (Section 928 Adepted-08/03/94)

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(C) If an employee of a Member or of a Member Firm defaults in the payment
of any fine, the Member or Member Firm shall be responsible for its full and complete
payment. A failure of the Member or Member Firm to pay such a fine shall result in the
suspension or expulsion of such Member or Member Firm as set forth in this By-Law
Section 802. (Section 892 Adopted 08/03/04)

Sections 803-849. [RESERVED]

Section 850. DEFINITIONS

As used in By-Law-Sections 850 through 863, the following terms have the
meanings set forth in this By-Law-Section 850:

(A) the term "Claimant" means a person who has filed a Notice of Claim;

(B) the term "Notice of Claim" means a notice of claim against the proceeds of
a sale of a membership;

(C) the term "Reportable Emergency Event" shall mean, with respect to any
Member:

(1) _ the filing of a petition, answer or other document, or the taking of any
other action, by such Member with respect to itself or against such Member, seeking:
liquidation, reorganization or other relief from creditors under the provisions of the
Bankruptcy Code of the United States (11 U.S.C. Section 101 ef seq.), as it may be
amended, or under the provisions of any other state or federal law for the relief of
insolvent debtors;

(2) the dissolution of such Member;

(3) the insolvency (as defined by any applicable state or federal statute)
of such Member;

(4) the failure of such Member to meet any applicable financial
requirements of the COMEX Division, any self-regulatory organization or any state or
federal regulatory agency;

(5) the failure of such Member to meet, when due, any margin call
issued by the Clearing Department or any other clearing organization designated by the
Exchange, any clearing organization of any other exchange, or any person;

(6) the failure or inability of such Member to comply with any of his
contracts or the default by such Member under any commodity contracts on the
Exchange; or

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Section 703. PHYSICAL EMERGENCIES

(A) In the event that the physical functioning of the COMEX Division is, or is
threatened to be, severely and adversely affected by a physical emergency, the
Chairman, or in his absence the Vice Chairman, or in their absences the President, or in
all their absences the Executive Vice President, or in his absence any Senior Vice
President, or in their absences any member of the Executive Committee or in their
absences any Board Member present, or in all their absences any Vice President, may
take any action which in his opinion, is necessary or appropriate to deal with the physical
emergency. Such action may include, but is not limited to, the suspension of trading in
any or all contracts, a delay in the opening of trading in any or all contracts, the extension
of trading in the time of trading in any or all futures and options contracts or the extension
of trading in the last day of trading in any or all futures and options contracts.

(B) No action taken under this By--aw-Section 703 shall continue in effect for
more than five (5) days unless an extension of time has been granted by the Commission
in accordance with the applicable provisions of the Act. Any action taken under this
By-Law-Section 703 shall be subject to review and to modification by the Board.

(C) The officials designated in By-Law-Section 703(A) may order the removal
of any restriction imposed under this By-Law-Section 703 if, in their judgment, the
physical emergency has abated sufficiently to permit the physical functioning of the
COMEX Division to continue in an orderly manner absent such restriction. (Section 793
Adopted 08/0304)

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the Board of Directors, its effective date and duration. (Section 855 Adepted 08/03/94)

Section 856. OBLIGATIONS OF INSOLVENT MEMBERS

A Member who is insolvent shall provide to the President, within thirty (30) days of
his insolvency and in addition to the Notice provided for in By-Law-Section 851, a
statement of his business affairs as they existed at the time of his insolvency. (Section

856- Adopted 08/03/04)

Section 857. CREDITORS OF INSOLVENT MEMBERS

(A) Unless the Executive Committee of the Board of Directors shall direct
otherwise, all futures and options contracts traded on the Exchange, made with or carried
for a Member suspended under this Article 8 of the By-Laws shall be liquidated by the
party carrying the contracts. Such liquidation shall take place in the open market. If such
contracts cannot be liquidated due to the closing of the Exchange for any reason, such
contracts shall be liquidated on the next day on which the Exchange is open. The period
within which such contracts must be liquidated shall not include any period during which
the provisions of the Rules limiting price fluctuations would prevent such liquidations.

(B) Within ten (10) days of the announcement of suspension of a Member, any
Member who has a claim against such suspended Member shall deliver to the President
a Notice of Claim which details all contracts liquidated under this By-Law-Section 857 and
the net debit or credit balance resulting therefrom and which details any other claims
which such Member may have against the suspended Member.

(C) Failure to file a Notice of Claim within such period shall bar such Member
from participating in any proceeds which result from any sale of the membership of the
suspended Member. (Section-857 Adopted-08/03/04)

Section 858. ESTABLISHMENT OF VALID CLAIMS

(A) | The President shall furnish the suspended Member and all Members who
have filed Notices of Claim as required by By--aw-Section 857 with copies of all Notices
of Claim filed under By-Law-Section 857 and the sworn statement of the suspended
Member filed under-By--aw Section 856. The President shall also specify a date not
more than ten (10) business days from the date on which such Notices of Claim are
furnished to such Members by which the suspended Member or any claimant Member
may file an objection to any claim.

(B) Ifa suspended Member or any claimant Member fails to file an objection to
a claim before the date set by the President, that Member shall have waived all rights to
object to such claim or claims.

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ARTICLE 9
DEFINITIONS

Section 900. SINGULAR NUMBER; GENDER

Unless the context otherwise requires, words importing the singular number
include the plural; and words importing the masculine gender include the feminine and

neuter gender as appropriate. (Section 900 Adopted 08/03/04)

Section 900B. AFFILIATE

a ” ' Wo
Actof 1933.(Section 900B-Adepted 08/03/94)

Section 901. ASSOCIAHIONACT
The term _pssociation Shall fear te New con Mercantile: xchange” 3
of NewYork (Section 004 Adopted O8/03/04)Act" shall mean the Commodity Exchange Exchange

Act, as may be amended from time to time.

Section 902. BOARDAFFILIATE

ffil il hi
through one or more intermediaries, controls or is controlled _by, or is under common

control with, the person or entity specified.

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or (ii) is insolvent or is in such financial or operational condition or is conducting its
business in such a manner that such Member or Member Firm cannot be allowed to
continue its business without jeopardizing the safety of customer funds, of any Members
or of the COMEX Division; or,

(9) any other unusual, unforeseeable and adverse circumstance with
respect to which it is not practicable for the Exchange to submit, in timely fashion, a rule
to the Commission for prior review.

(B) The term "two-thirds vote of the Board" means the affirmative vote of
members of the Board constituting two-thirds of the Board, either (i) physically present
and voting at any meeting at which a quorum of the Board is physically in attendance or
(ii) voting in any manner other than at a meeting at which a quorum is physically in
attendance as permitted by applicable state corporation law.

(C) The term "physical emergency” means, in addition to those events which
are set forth at sub-paragraph (A)(5) of this By-Law—Section 700, any computer
malfunction, backlog or delay in clearing trades or in processing any documents relating
to clearing trades, any floor occurrences which threaten an orderly market, or any similar
events.

(D) The term "temporary emergency rule" means a rule or resolution adopted,
under this Article 7 of the By-Laws, to meet an emergency. (Section -#00-Adepted
98/03/94)

Section 701. EMERGENCY ACTION

(A) In the event of an emergency, the COMEX Division, by two-thirds vote of
the Board and subject to the applicable provisions of the Commodity Exchange Act, and
to the applicable rules and regulations promulgated thereunder, may adopt and place into
immediate effect a temporary emergency rule.

(B) A temporary emergency rule, including any modification thereof, may not
extend beyond the duration of the emergency as determined by the Board. However, in
no event shall such a temporary emergency rule, or any modification thereof, extend for
more than ninety (90) days after the temporary emergency rule is placed in effect.

(C) | Any temporary emergency rule may provide for, or may authorize the Board
to undertake actions which, in the sole discretion of the Board or of any Committee, are
necessary or appropriate to meet the emergency including, but not limited to, such
actions as:

(1) limiting trading to liquidation only, in whole or in part, or limiting
trading to liquidation only except for new transactions in futures or options contracts by
parties who have the commodity to deliver pursuant to such sales;

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(Fy Any amendmentte-atenn Saeet Ruleor T ern i
not affect the character of suehtule as ahera-Sheet Rule-orternt Sheei- Divergence

Section 205A.tNIHAL SPECIAL ELECTION

. . “Initial S

Election")-of the COMEX Division Members-shall-be called-to-elect the members-ofth

COMEX--Governors- Gommittee_tnciuding_ the—Chaisnan_of the COME Goveracrs:

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asappointed by the NYMEX Division-Menbersboard) each shall serve a term in office of
three (3) years after election by the membership- -at- larger, provided, that immediately

shall have terme expiring in 4906-4007 and 1998-respectively._At such fime2007 ‘Annual
Meeting, the members of the COMEX Governors Committee elected from the

membership-at- ‘large shall tan bie te determine which of thors tie groupe oF be? shall
Rave-term: 996; Ad 998. espective ection 404AAmended

91/24/95 jbe divided. into three groups of two. with different expiring terms based on the

number of votes they received. The terms of the two at-large Elected Governors who
receive the most votes shall expire in 2010: the terms of the two at-large Elected
Governors who receive the next greatest amount of votes shall expire in 2009; and the
terms of the two at-large Elected Governors who receive the least amount of votes shall
expire in 2008.

Section 405A. VACANCIES

(A) | Vacancies shall be filled as follows:

(1) | Vacancies on the COMEX Governors Committee. +nthe-eventlf any
of any-vacancy-en-the_seven Elected COMEX Governors Committee, the-remaining

position is being filed-are unabl le to serve their full term, the remaining 1 Elected COMEX

Governors will appoint a replacement to serve until the next election. Such designee shall
serve on the COMEX Governors Committee until the next annual meeting of members at
which time a successor shall be elected to fill the unexpired term, if any.

(2) | Vacancies of Member Officers.
(a) In the event of a vacancy in the office of the Chairman of the
COMEX Governors Committee, the COMEX Governors Committee shall designate-ene
ofitsmembers, from among the remaining Elected COMEX Governors, an individual to
serve as the Chairman until the next annual meeting of members, at which time a
successor shall be elected by the COMEX Division membership-at-large to fill a new,
two-year term of office.

(b) MVacancies-inthe-office-ofln_ the event_of_a vacancy in the
Office of the Vice Chairman shalbe-filed byof the COMEX Governors Committee,_the

COMEX Governors Committee shall designate, from among the remaining Elected
COMEX Governors, an individual to serve as the Vice Chairman for the unexpired term.

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defined in-the Merger Agreement). (Section 922B Adopted 98/03/04)
Section 923.

Section 939, PERSON

The term "person" shall mean an individual or firm. ¢

Section 923 Adopted 08/03/04)Section 924.940. PRESIDENT

The term "President" shall mean the President of the COMEX Division or his
authorized representative. ¢

Section 924 Adopted-08/03/04)Section-925.941. PROPRIETARY

The term "Proprietary" shall mean, with respect to any Member, trading on or
through the facilities of the Exchange which 4f-cenducted-_enthe floerof the Didision to
whichthat-Menmberbelengs would qualify for the Member-rates-ontransacton—and
clearing fees{'s own account.

Section 925—Adopted—-08/03/04)Section—925A.942. PUBLIC OR INDEPENDENT
DIRECTOR

The term “Public or Independent Director’ shall mean individuals who are not
Members or employees of the Exchange and who qualify and serve in accordance with
the certificate of incorporation of NYMEX Holdings.

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

(B) From time to time the COMEX Governors Committee may levy such
assessments upon the COMEX Division Memberships as it determines to be necessary
in its sole (ote selesscral 2 | to fund the costs ‘and expenses  Bnelucing without irniaton iogay fees

independent _legal_or other _professional_services_to_protect_the MEX Members’
interests Notwithstanding Section 104(C), such assessments shall be due and payable
at such time as the COMEX Governors Committee may determine.

(C) All assessments are due and payable at such time as the Board may
determine. All assessments on COMEX Division Members will be applied pro rata
¢among all owners of COMEX Division Memberships based on the number of COMEX
Division Memberships owned, including, for these purposes, reqular_memberships
purchased_after August 3,-1994-and-held by the Exchange or its Affiliates)-ameng-all
ewners-of COMEX-Division-Memberships, and will be payable by the owner of athe
COMEX Division Membership in whose name the membership is registered. (Section
404 Adepted-08/03/04)

Section 105. FEES

(A) | FremSubject to the limitations set forth in these By-Laws, from time to time
the Board may establish fees, in such amounts as it determines, on contracts traded on
the COMEX Division. he fees-tincludingtransaction-and clearing tees_butexchidiag
fees foc EFRtransactions_andiransiers-of open pestions+in-slacc-immedateh prertie
danuary 28, +994 -for contracts traded-on the New-York Mercantie Exchange by owners
of regular_membershipsina-NYMEX_shalt be-the—Benchmark“For the purposes of
Sections 105(B) — (|) below, the term “fees” shall mean trade execution charges an
related surcharges (except for any lessee or licensee surcharges) as opposed

administrative fees set forth in Section 105(K).

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205A—-—{nitial Special Election (Adopted:-08/03/04, Amended04/24/95)
206-—_--—Proxies (Adopted--08/03/04)

Article 3._G nan .

307. --—__--Resignation-and Removal of Directors. Adepted:-08/03/94)

309... -- Meetings ofthe Board. (Adopied: 08/03/04)

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BY-LAWS
409-_—_-_—Gategories,Number of Memberships (Adopted--08/03/04)

402-___—Financial Standards(Adepted:-08/03/94)
493_-_Dues._(Adopted08/03/94)

405 ___-_Fees._(Adopted:08/03/04)
496—___—Failure-to-Ray Dues, Assessments-and- Fees(Adopted:08/03/94)
407—__Notice-of Dues-and Assessments (Adopted:08/03/04)
408—_-__—-Effect-of Suspension or Expulsion-of Membership._(Adopted:-08/03/94)
409.-——-—_Transfer-of Membership._(Adepted:—08/03/94)
440——__—_Disclosure-of Information(Adopted:—-08/03/94)

444-449 —fReserved]

460-156—fReserved}.

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fAdopted-08/03/94)

404A— Delegation of the COMEX Governors Committee: (Amended—09/04/96)

403A—----_Resignaien Suspension Removal and Recall of COMEX Gevermors
~~... Cormittee Members. (Adopted: 08/03/94)

404A —-. —+enureof Ottice of COMEX-Goversers Commitee Members. - (Adopied—

413A... --+fReserved]
4444 ——--{hReservedd
446A Membership Groups._(Adopted-08/03/94)

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Section 407. QUORUM; VOTE

(A) | Unless otherwise specifically provided in the By-Laws or Rules, one-third
(1/3) of the members of a committee or any subcommittee shall constitute a quorum for
the transaction of business.

(B) Unless otherwise specifically provided in the By-Laws or Rules, any action
taken by a majority of members of a committee or subcommittee present at a meeting at
which a quorum is present shall be a valid action of the committee or subcommittee.

Section 408. SUBCOMMITTEES AUTHORIZED

A committee may designate, at any time, from its members, a subcommittee, or
subcommittees, as it may deem necessary or appropriate. Each subcommittee shall
have all of the authority of the committee to the extent provided in such designation, in the
By-Laws or in the Rules subject to any applicable provision of Law-(Section-408 Adopted
08/03/94)law.

Section 409. ALTERNATES

(A) | The Board may designate one or more Directors as alternate members of
any Standing Committee.

(B) |The Chairman may designate one or more Directors as alternate members
of any Special Committee.

(C) | The Chairman of the Board, or, if the committee is elected by the Members,
the Members, may designate one or more persons as alternate members of a Regular
Committee.

(D) Any alternate or alternate committee member appointed or elected
pursuant to this By-Law-Section 409 may replace one or more absent members of any

such committee. (Section-409-Adopted-08/03/94)

Section 410. EFFECT ON ARTICLE 4A

The provisions of this Article 4 shall not apply to or affect any of the provisions of
Article 4A or any provision of these By-Laws affecting or relating to the COMEX
Governors Committee or any subcommittee thereof. (Section 410 Adopted 08/03/94)

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total number of votes entitled to be cast at such meeting. Any such written demand shall
specify the purpose of such special meeting and the special meeting so called shall be
limited to the purpose so set forth. The written demand shall also specify the date of such
special meeting which shall be a business day not less than sixty (60) or more than ninety

(90) days from the date of such written demand. (Section 202 Adopted-08/03/94)

Section 203. NOTICE OF MEETING

(A) Notice of the annual meeting of COMEX Division Members shall state the
place, date and time of such meeting.

(B) Notice of any special meeting of COMEX Division Members shall state the
place, date and time of such special meeting, the purposes for which such meeting is
called and shall indicate that it is being issued by or at the direction of the person or
persons calling the special meeting.

(C) The President or the Secretary shall issue all notices of meetings of
COMEX Division Members.

(D) Acopy of the notice of any meeting of COMEX Division Members shall be
given personally, or by delivery to a postal box located on the Exchange premises or by
first class mail, postage prepaid and addressed to each COMEX Division Member at his
address as it appears in the records of the Exchange. Notice of a meeting, when mailed
in accordance with this By-Law-Section 203(D), shall be effective when mailed. Notice
of any meeting of COMEX Division Members shall be given not less than ten (10) nor

more than fifty (50) days prior to the date of the meeting. (Section 203 Adopted 08/03/94)

Section 204. QUORUM OF MEMBERS

One hundred fifty (150) COMEX Division memberships, whether present in person
or by proxy, shall constitute a quorum for the transaction of any permitted business at any
meeting of COMEX Division Members held in accordance with these By-Laws. A majority
of COMEX Division memberships present may adjourn a meeting despite the absence of
a quorum. (Section- 204 Adepted-08/03/04)

Section 205. VOTING

(A) Except as otherwise provided in the- Merger Agreementorthe New COMEX
By-Laws, only the owner of the NYMEX Membership shall be entitled to vote. NYMEX
Division Member Directors, the Chairman and the Vice Chairman shall be elected at a
meeting of NYMEX.

(B) |The tenseven members of the COMEX Governors Committee referred to in
Section 201(CB), including the Chairman of that Committee, shall be elected by a
plurality of the votes cast at the annual meeting of COMEX Division Members. Except as
provided in the preceding sentence, to the extent permitted by law and except as

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of the Board to the extent provided in these By-Laws or in such resolution, subject to any
applicable provision of law.

(D) No action taken by the Board of Directors with respect to any Special Matter
shall be effective without either (i) the prior consent of the COMEX Governors Committee
as provided in Section 205 of these By-Laws which shall be subject to the veto rights of
the COMEX Division Members provided for in Section 205(D) or (ii) the prior approval of
COMEX Division Members in accordance with the provisions of Section 205(D).+Sectier
304 Adepted-08/03/94)

Section 302. CHAIRMAN OF THE BOARD OF DIRECTORS
(A) | NYMEX shall designate the Chairman of NYMEX as the Chairman;.
(B) | The Chairman shall be an ex-officio member of all Committees.

(C) |The Chairman shall have such authority and perform such duties as are
incident to his office. He shall present any reports of the Board at meetings of Members.
Whenever he deems it appropriate, the Chairman may communicate to the Board or to
the Members any ideas and suggestions which tend, in his opinion, to promote the
welfare and usefulness of the COMEX Division. The Chairman shall have a vote on all
questions at all meetings of the Board or of the Members. (Secstern—302-Adopted
08/03/94)

Section 303. VICE CHAIRMAN OF THE BOARD OF DIRECTORS

(A) NYMEX shall designate the Vice Chairman of NYMEX as the Vice
Chairman.

(B) If the Chairman is absent or unable to perform his duties, the Vice
Chairman shall exercise and shall perform the duties of the Chairman. If both the
Chairman and the Vice Chairman are absent or unable to perform the duties of Chairman,
the President shall exercise and perform the duties of the Chairman. If the Chairman,
Vice Chairman and President are all absent or unable to perform the duties of Chairman,
a quorum of the Board, by majority vote, may choose an acting chairman from the
remaining Directors. (Section 303 Adepted-08/03/94)

Section 304 —- 306. [RESERVED]

Section 307. RESIGNATION AND REMOVAL OF DIRECTORS

(A) Any Director may resign at any time by tendering written notice of his
resignation to the Board. :—Any resignation unless conditioned on acceptance, will be

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Any chang:

underthe Merger Agreement 1994:

these By-Laws habatiect COME X. Division Hemperns 2 “An mendment to
Sections 103, 104, 157(H), 202, 203, 204 nd_(C), 206, 402(E) and (F), and
Article 4A (ex ection 400A which m: mended in accordance wi tion

500(B)).

any-futures-contract or futures-option whichis traded-on the COMEX Division.

(E) — Notwithstanding the foregoing provisions of Section 205(D):(4)-,_Section 205(D)
shall not apply to emergency actions taken pursuant to Article 7. The Board of Directors
will use_all commercially reasonable efforts to take steps necessary (unless otherwise
required by law) to ensure that any permanent-remediataction taken by the-Boardor rule

enacted pursuant to the-preseding-sentencean emergency action is temporary in nature
and is consistent with the rights granted to COMEX Division Members pursuant to these

By-Laws and the Rules;

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ARTICLE 4A
COMEX GOVERNORS COMMITTEE
AND COMEX DIVISION MEMBER MATTERS

Section 400A. POWERS AND COMPOSITION OF THE COMEX GOVERNORS

(A) |The COMEX Governors Committee shall be responsible for advising the
Board on matters uniquely pertinent to COMEX Division Members. The COMEX

Governors Committee in_its sole discretion shall also have such powers and
responsibilities over the COMEX Division Members_as are specifically assigned to it

pursuant to the-Merger-Agreementthese By-Laws and the Rules, including, without
limitation, (i) the ability to levy assessments upon the COMEX Division Members wh

necessary to obtain independent legal or professional services to protect their interests
and (ii) the right to retain and _use all f t_which it currently or in the future has
control.

registered Trade Group-—the-registered Gommission-House Group-and the-registered

Floor Group{each of whichB) Beginning with the annual meeting to be held in 2007,
the COMEX Governors Committee shall consist of twelve members as follows: (a) seven

(7) COMEX Division Members (each of whom shall be a COMEX Division Member who
does not lease or license its-membership}_b}-six-_COMEX—Division_Members—this
med rship) shall be elected by the 772 COMEX members (“Elected COMEX Governors”

b) five (5) other persons in NYMEX board, at least three of whom

TT be COMEX Meson Mem bee tS. who do not lease or license {heir Rermberehipe) Fras

membershi S. if an tthe even Electe COMEX Governors are unable to serve thei

full term, the remaining Elected COMEX Governors will appoint a replacement to serve
until the next election.

(C) The Chairman_of the COMEX Governors Committee (who shall be a
COMEX Division Member who does not lease or license his membership ané whe shal

then in office shal “pe. a_member_of the NYMEX Division other than_a_Commercial

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NYMEX Division Members in NYMEX By-Law Section 311(F)(1), as may be amended

h: it ional abilit to lease or licens in

ges or¢ Oo jal 21 ecto} ike trac Pnvilec a
| M rshi vi YMEX Divi: mbers _shall_also_be provide

B y under such cate,
required to hold two COMEX Division trading rights but would not be required o retain the

associated equity and (ii) would be entitled to have two bona fide employees, who ma
be COMEX Division lessees or licen ho will be permitted to trade on behalf of the
floor broker and/or hi: rs with r licensee surcharge.

(4) COMEX_Division Members’ _and COMEX Option Members’ life

insurance, disability, health_and other welfare benefit plans, programs, policies _and

arrangements (as applicable) (other than ih MEX uae shall remain in effect to the
same extent as NYMEX Division Members’ and COMEX
Option Members’ rights under the Revounllion and Retention Plan_for Members _of
Commodity Exchange, Inc. (the “COMEX MRRP”) shall continue to be governed by the
terms of the COMEX MRRP and unaffect hi By-| .

(D)__ Notwithstanding the foregoing, the Board may take whatever action
necessary in response to_an =Emewienc as set forth in Atle Zof these By-Laws AS
ell as pplicable law or regulation; provi

sure_th: ction taken or rule enacte rsuant to_an emergence

action is temporary in nature and is consistent with the rights granted under this Section
158.

Notwiths' ing anything to the contrary in the By-Laws:

(4) The Board will have the right to list electronically for both overnight

ide-by-si i.e., electronically and open outcry trading_simultaneously_durin

ular ing hours) trading all COMEX Division contracts. This will include the full-size
and fan aol silver, copper_and Bullen 100 contracts. In addition, New Metals
be listed_electronicall i rt
NYMEX CleatPort Clearing contracts on neta is products may be listed for clearing._In
dition, the Board will have the ri FI li nicall

(2)__ The Board, in_its sole discretion, shall have the ability to make
ic tradi 's as set forth above

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402 Powers-of-Conmnith Ad pt d:—O8, O3194)

405—._~-Remeval Resignation-and Vacancies. Adopted:08/03/04)

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(1) first, to the Exchange in full satisfaction of any amounts due to the
Exchange including; but not limited to, booth fees, office rent, phone charges and
outstanding balances (principal and accrued interest) on notes guaranteed pursuant to
Rule 2.56 (“Exchange Financed Class A and COMEX Memberships’);

(2) second, pro rata to the payment of such Glass-A-Member’s primary
clearing member and secondary clearing members, if any, of all claims filed in
accordance with the requirements of Rule 2.51 (“Procedure for Transfer of Membership”)
for losses arising from the clearance of trades executed by the guaranteed Class-A
Member;

(23) third, the remaining balance, if any, pro rata to other Members on
allowed claims arising out of transactions in Exchange futures and options contracts
and/or any other Exchange business of such Members, pro rata; provided that no partner
shall share in the proceeds in the sale of a membership of one of his partners until all
claims of other Members have been satisfied in full;

(34) fourth, the remaining balance, if any, to the payment of any claims
made by entities or persons who have financed the purchase of the membership
provided that documentation regarding such purchase was filed with the Membership
Department prior to the financing of such purchase; and

(45) _ fifth, the balance, if any, to the Member whose membership was sold
or to his legal representative, except that, notwithstanding any other provision of the
By-Laws or Rules, for purposes of this subsection (5) the term Member shall not include
lessees _or licensees, but shall mean the beneficial owner of such membership. (Section
86+ Adepted-08/03/044

Section 862. REINSTATEMENT OF SUSPENDED MEMBER

(A) A Member suspended under By-Laws-SectonSections 852, 853 or 855
may apply for reinstatement at any time prior to the sale of his membership.

(B) . When a Member applies for reinstatement, he shall deliver to the President
a schedule of all of his creditors, a statement of the amounts owed, the nature of the
settlement by which claims of a creditor were paid, and such other information as the
President may request.

(C) | Written notice of the time and place of the meeting of the Board at which the
application for reinstatement is to be considered shall be sent to the suspended member
and to the other Members not less than five (5) days prior to the meeting.

(D) The vote of a majority of the Board present and voting is required to
reinstate the suspended Member. However, where a Member has failed to give timely
the notice required by By-Law-Section 851, a vote of two-thirds of the entire Board is
required to reinstate the suspended Member.

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actual expense increases faced by NYMEX and such fees charged to COMEX Division
Members may not exceed those charged to NYMEX Division Members.

Section 106. FAILURE TO PAY DUES, ASSESSMENTS AND FEES

(A) _ Ifa Member fails to pay any dues, assessments or fees when due and such
failure is not cured within thirty (30) days after written notice to the Member by the
COMEX Division that such dues, assessments or fees are due, such Member shall be
suspended automatically from all rights and privileges of membership. Such suspension
shall continue in effect until the failure is cured. The Executive Committee, upon written
application received prior to the expiration of such period, may extend the thirty (30) day
period, in its sole discretion.

(B) Ifa Member who is suspended under subsection (A) of this Rule fails to pay
any dues, assessments or fees within thirty (30) days of the suspension, the Member
shall be expelled from membership. The Board or the Executive Committee, upon written
application received prior to the expiration of such thirty (30) day period and for good
cause, may extend the thirty (30) day period.

(C) | Any Member who fails to pay any dues, assessments or fees after written
notice to the Member that such dues, assessments or fees are payable, shall pay a
penalty, in addition to the sanctions imposed by this By-Law-Section 106, as fixed from
time to time by the Board but not less than twenty percent (20%) of the amount due.

(Section 106-Adopted 08/03/94)

Section 107. NOTICE OF DUES AND ASSESSMENTS

(A) Notice of all dues and assessments shall be published by the Exchange
and shall be given: personally by delivery to a postal box located on the Exchange
premises; or, by first class mail, postage prepaid and addressed to the Member at the
address such member has filed with the Exchange. Notice, when mailed in accordance
with this By-Law-sectionSection 107, shall be effective when mailed.

(B) Non-receipt of the notice shall not operate to relieve the Member from
payment, to extend the time for payment or to relieve any Member from the imposition of

penalties for failing to pay dues and assessments. (Section +07 Adopted 08/03/94)

Section 108. EFFECT OF SUSPENSION OR EXPULSION OF MEMBERSHIP

(A) A Member or Member Firm whose rights and privileges of Membership
have been suspended shall continue to be:

(1) subject to the By-Laws and Rules of the Exchange;

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(D) All Committees shall have all powers necessary and incident to the
discharge of their duties.

(Section 462 Adoptee GEOG ) At least two COMEX members _shall_be
entitled to serve on each COMEX advisory committee regarding COMEX Division
contracts.

(F)___So long as open outcry trading continues to exist in the COMEX Division
the subcommittees or panel of the Facilities Committee, Membership, Business Conduct
and Adjudication Committees relating to COMEX Division facilities, membership process

or disciplinary action regarding COMEX Division Members shall be comprised of at least
70% of COMEX Division Members. The Faciliti mmittee subcommittee relating to

the COMEX Division will be responsible for initiating any changes to COMEX Division
facilities: provided, however, that_such changes will be submitted to NYMEX for its

approval. This provision is subject_to amendment to comply with any regulatory
requirements imposed by the CFTC. If public participation is increased by NYMEX with

respect to NYMEX subcommittees or panels, then public participation with respect to
COMEX subcommittees or panels may be increased to the same extent.

Section 403. COMPOSITION OF COMMITTEES

(A) A Standing Committee shall consist of at least three (3) members, all of
whom shall be Directors. The Board, by resolution adopted by a majority of the entire
Board, may designate Standing Committees from the Directors.

(B) A Special Committee shall consist of as many members of the Board as the
Chairman, with the consent of the Board, shall appoint. All members of a Special
Committee shall be Directors.

(C) A Regular Committee shall be composed of such persons as the Chairman
of the Board with the consent of the Board shall appoint; or, as the members may elect
as provided in the By-Laws or Rules.

(D) Except as otherwise provided in the By-Laws or Rules, the Chairman of the
Board shall appoint a Chairman of each committee and may appoint such vice chairman

of any committee as he deems desirable. (Sestien 493 Adepted 08/03/04)

Section 404. TERM OF COMMITTEES

Unless otherwise specifically provided in the By-Laws or Rules, members of any
committee shall hold office until the first meeting of the Board following the annual
meeting of members and until their successors are appointed.tSectien 404 Adopted
98/03/84)

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Section 947 Adepted-08/03/94--revised_05/45/03)Section_918.— 927, FUTURES
COMMISSION MERCHANT

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

Section 918-Adopted-08/03/04)Section 919:928. HOLIDAY

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

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the rights and privileges held by its conferring Member(s) and as otherwise limited by the
By-Laws or Rules. ¢

Section 920-Adepted-08/03/94)

The ‘term " "non- -member" shall mean any person —_ is not a Member of the
Exchange. ¢

Section 924 Adopted -08/03/04)Section-924A.932. NYMEX

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

Section 924A-Adopted-08/03/94)Section-924B,-NYMEX_ACCESS°-SYSTEMQ33.
NYME E PRODUCT!

Products” ‘shall mean NYMEX's Light Sweet Crude il Natural Gas, N.Y. Harbor

Unleaded Gasoline, N.Y. Harbor RBOB Gasoline and N.Y. Harbor Heating Oil futures
contracts, whether physically-delivered or cash-settled.

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

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Section 924C Adepted-08/03/94)Section 9214C(4}.935. NYMEX DIVISION REGULAR
MEMBER

The term "NYMEX Division Regular Member" shall meana holder of record-of one

08/03/04)member of NYMEX holding a Class A membership.

Section 924€(2).936. NYMEX HOLDINGS

The term “NYMEX Holdings” shall mean NYMEX Holdings, Inc., a Delaware
corporation, and any successor thereto.

Section 924D.937. NYMEX MEMBERSHIP

The term "NYMEX Membership” shall mean the membership in New-COMEX that
is owned by NYMEX.-¢

Section 924D-Adopted-08/03/94)Section 922.938. OPTIONS CONTRACT

The term "Options Contract" shall mean any transaction or agreement in interstate
commerce which is or is held out to be of the character of, or is commonly known to the
trade as, an "option,” "privilege," "indemnity," "bid," "offer," "put," "advance guaranty," or
“decline guaranty,” and which is subject to Regulation under the Commodity Exchange
Act. (Sesto te Adopted Gast

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Sections 315-349. [RESERVED]

Section 350. OFFICERS

The Board shall appoint a President, a Secretary and a Treasurer. The Board may
appoint one or more Vice Presidents, and may classify such Vice Presidents, and may
appoint such other officers as the Board may determine. Any officer appointed under this
Section may be removed by the Board, with or without cause. Any person may hold two
or more offices. The officers of the Exchange (other than the Chairman, the Vice
Chairman and the Treasurer) shall not be members of the Exchange nor, except in the
case of the Chairman, the Vice Chairman of the Board and the Treasurer, need such
officers be Directors. The officers shall have such powers and authority as may be

specifically established by the Board. (Section 350 Adopted 08/03/04)

Sections 351-359. [RESERVED]

Section 360. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

(A) |The COMEX Division shall indemnify to the maximum extent provided by
law including, but not limited to, indemnification for judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorney's fees, any person made or
threatened to be made a party to any action or proceeding, whether civil, criminal or
administrative, by reason of the fact that such person, such person's testator or intestate
is or was an officer, director, employee, member of any committee of the COMEX
Division (including, without limitation, a member of the COMEX Division Governors
Committee or a member of any regular committee or special committee) or served at the
request of the COMEX Division in any capacity with any other corporation, any
partnership, joint venture, trust, Seis benefit plan. or other enterprise;-provided that

in addition, s hp A had no-reasenabl auseto—beli that-his aduct-was

unlawsul, (‘Covered | Person”). In addition, the COMEX Division shall upon tender of an
invoice, pay, to the maximum extent provided by law, the reasonable expenses (includin
reasonable attorney's fees and costs of counsel selected by the COMEX Division and

reasonably satisfactory to the Covered Person, except that the COMEX Division may not
exercise this right if the COMEX Divisi Xoran rent of NYMEX is the adverse

party in the claim against the Covered Person) of defending any claim against a Covered
Person _as to which this Section 360(a) applies, pursuant to the requirements of NPCL

ections 723(c) and 72: Unless required to do so in order to comply with i e
I e COMEX Divisio. will not take ctio! ler NPCL Section 725(b)\(2
section exists on the effective date of this By-Law, which is inconsistent with ene

(B) Except as specifically permitted by applicable law, no person who is or was

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BY-LAWS
949A--_—nitial Special Election—{Adepted—08/03/04}
949B.—..... -- Licensee Bernchmark_{Adeptec- 08/03/04)

9496 Losses.(Adopted—08/03/94)

924B ----— __NYMEX ACCESS® System.(Adopted-08/03/94)
924(C)(2}---NYMEX Holdings

927D....  - NYMEX Merabership. Adopted: 68/03/94)

922-- Options Contract. (Adopted: 08/03/94}

923.-.. - Person. (Adopted: -08/03/94)
924_______ President (Adopted:-08/03/94)
925—___ - Proprietary. (Adopted: 08/03/04)
925A—___—-Public- or Independent Director

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not _be less than the average _non-member/member fee ratio for all NYMEX Core
Products_traded both electronic: and_via_open outcry. For example, _if the
non-member/member fees were $1.00 and $.50, respectively, for NYMEX Division Core
Products, the ratio for non-member to member fees for COMEX Division Core Products
could be no lower than 2:1.

3 The following fees are excl from the term “next highest tier of fees” as

set forth in subsection (1):

(a)___ Fee waivers (as set forth in subsection (E) below)

b Cross-divisional Trading Fees (as set forth in subsection (F) below

(c) Market Maker Fees (as set forth in subsections (G) below)

(d) __ Volume discount fees. These fees are discounted non-member fees
applicable once volume thresholds are_met, with such volume thresholds _set_at_a

reasonable level such that they are not designed to_apply to more than 20% of total
non-member volume, The discounted non-member fee must be at least 25% greater
han the licabl OMEX_ Division member fee _at_all times. For instance, if the

member fee were $.40, then the discounted non-member rate would not be less than
$.50. NYMEX will review these fees on at least a quarterly basis to determine whether
this 20% cap is being achieved and will use commercially reasonable efforts to readjust
the volume thresholds to achieve the 20% cap.

(e) Permittee fees for permits established _in accordance with Section
157(H). provided, however, that_no_permittee fee shall be lower than the applicable
COMEX Division member fees.

(f) Fees charged to COMEX_ Division Lessees_or Licensees_and
COMEX Option Member:

E Fee Waivers. NYMEX may institute fee waivers for any COMEX contract.
for_up to_a_six-month period with extension for additional six-month periods after_prior

reasonable consultation with (but not requiring the approval of) the COMEX Governors
Committee. In the event that fee waivers are provided to non-COMEX Division Members
for any COMEX contract. fees for that contract must also be waived for COMEX Division
Members, In addition, for fee waivers that_are implemented during open outcry hours

such fee waivers will apply equally to open outcry trading and electronic trading of the
same metals products, regardless of size, e.g., if NYMEX waives fees jold_miNY
racts durin: en_outcry hours, NYMEX must_also_waive fees for full-si, I

contracts trading on open outcry. For fee waivers that are implemented outside of open
outcry h there will be no requirement to waive fees on open outcry trading: provide

however, it such off-hoi ee waivers are subject to the six-month periods reference:

above. _In_addition, if NYMEX waives open outcry fees for any COMEX contracts
electronic fees are not required to be waived.

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MEX Divisi ins.
B) __Until November 20, 2011, the average member fee for COMEX Division

Members for all COMEX Core Products may not be increased from their levels _as of
November 20, 2006 by any greater percentage than the average member fees for all
NYMEX Core Products are increased after such date. For example. if on November 20
2006 the average member fee for all NYMEX Core Products is $1.00 on November
20, 2007 the average member fee for all NYMEX Core Products increases by 50% to
1.50, then the average member fee for all COMEX Core Products could not be

increased by more than 50% over this same one-year period. Nothing in this Section
105(B) will prohibit NYMEX from eliminating different tiers of member rates.

Cc Open outcry fees for COMEX Division Members and non-members tradin

COMEX Division contracts shall not exceed electronic fees for the same_or equivalent
products, including miNYs; provided, however, that when comparing fees, contracts must

be compared as if they were of equivalent contract size. For instance, the fee for an open
outcry traded 100 oz. Gold future coul t exceed the fees for two electronic 50 oz. Gold

miNY contracts

(D) The transaction fees—and—clearing-fees—charged- with respect-to(1)

Subject to subsection (3) below, for the period that any COMEX Core Products are
traded via open outcry, fees charged to owners of COMEX Division memberships on
COMEX Core Products (traded electronically or by open outery) will be at least 50% lower
than the fees charged to participants in the next highest tier of fees: with respect to New
Metals Contracts, this provision will also apply until November 20, 2011 to fees charged
to_owners of COMEX_Division Memberships on New Metals Contracts (traded
electronically or open outcry). At the time of any fee change, in comparing fees under
this Section, the actual costs paid to_any Electronic Trading System provider over the
preceding three months expressed_as_a weighted average fee per contract _will_be
deducted from the electronic (not open outcry) fees before calculating the fee differential.
For example, based on a hypothetical Electronic Trading System cost structure, if, over
the prior three-month period, the first 10,000,000 trades were provided ata fee of $.50
per side and the next 20,000,000 trades were provided at $.30 per side, the average fee
per contract would be $.3667 per side; this amount would be deducted from the member

fee and the next highest tier of fees in comparing whether the member fee was at least
50% lower than the next hi ier of fees.

(2)___For the period after open outcry trading of all COMEX Core Products has
asi he average non-member/member fee ratio for all COMEX Core Products woul

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shall be_permitted to receive COMEX Division member fees. The number of market
makers for COMEX Division products pursuant to that Agreement and the rights given to
such market makers for COMEX Division products under that Agreement as of April 6

2006 will not be increased without the prior consent of the COMEX Governors Committee
in its sole discretion.

(2) ___ NYMEX may appoint up to four COMEX Division Members to act as
“market makers” for each COMEX Division product traded electronically (with no more
than 10 individuals_per market_maker trading electronically on each market maker's

account at _any time). This “market maker’ appointment is subject to_a time limit of one

from the time such COMEX electronic product begins to trade and may be extended
for one additional year with the prior consent of the COMEX Governors Committee in its
sole discretion. Any market makers appointed pursuant to this Section 105(G)(2) will not
be entitled to any preferential status or terms other than a fee preference for their market
making activities.

3 NYMEX will not authorize any additional “market_makers” for_any
COMEX Division products other than as set forth in this Section 105(G) except with the

prior consent of a majority of those members of the COMEX Governors Committee
elected by the COMEX Division membership.

H Except as set forth in this subsection (H), the provisions of Section 105 shall
not_apply to products listed for clearing only (which _are currently listed_on NYMEX
ClearPort® Clearing). For NYMEX ClearPort’ Clearing products where metals are the

- underlying commodity, if NYMEX Division Mem! are _provided_a member fee for
NYMEX ClearPort” Clearing products where NYM ore Products are the underlyin:
commodity, COMEX Members will receive a member fee_on a per product basis_not
greater than seventy percent (70%) of the fee charged from time-to-time to non-members
for trading such metals products provi hat the applicable COMEX Division Mem'

meet the regulatory requirements set by the CFTC and NYMEX for such trading.

(1) If NYMEX obtains the right_for NYMEX Division Members to trade on
another exchange any (i) contracts in which the underlying commodity is a metal other

than Platinum or Palladium_or (ii) contracts that are competitive with NYMEX Core
Products, at a percent: discount from what would be charged to members of the lic
for trading those contracts, and if that other exchange lists metals contracts of any kind

other than Platinum or Palladium, then NYMEX shall obtain for the COMEX Division
Members the right_to_trade h_of those metals _con Ss he_same_percen

discount.

(J)__The current surcharge charged to lessees or licensees of COMEX Division

Memberships _may not be decreased below current levels _as_ of November 20, 2006
without the prior consent of the COMEX Governors Committee in its sole discretion.

(K)__§ NYMEX_may_impose_administrative fees, such as booth, telephone
electronic terminal, bandwidth or similar fees, on the COMEX Division Members ona
uniform basis as a class: provided, however, tha h fi shall be reasonably related

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Section 206. PROXIES

(A) A COMEX Division Member entitled to vote at a meeting of COMEX
Division Members may authorize another COMEX Division Member to act for him by
proxy.

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

(C) The Board may establish, from time to time, such terms and conditions as
it deems appropriate to regulate voting by proxy. (Section-206-Adepted 08/03/04)

Section 207. PETITION RIGHTS

Any matter shall be placed on the agenda for a regular meeting of the Board (or,
at the option of the Board, on the agenda of a special meeting of the Board to be called
prior to the date of the next regular meeting of the Board) upon receipt by the Secretary
of a written request to so include such matter signed by 10% of COMEX Division
Members. Any such written request shall specify the purpose of such request and shall
be submitted to the Secretary not less than 10 or more than 50 days before the date of
such Board meeting. Notwithstanding the foregoing, the Board shall have no obligation
to vote upon the matter or matters contained in such written request. (Section-207
Adepted-08/03/94)

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November 20, 2006

VIA E-MAIL

Office of the Secretariat

Commodity Futures Trading Commission
Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: Rule Certifications. Commodity Exchange, Inc. Submission #06.136:
Amended and Restated COMEX By-Laws
Dear CFTC Commissioners:

The Commodity Exchange, Inc. (“Exchange”) is notifying the Commodity Futures Trading
Commission (“Commission”) that it is self-certifying the changes attached with this submission to the
COMEX By-Laws. Pursuant to Section 5c(c) of the Commodity Exchange Act (“Act”) and CFTC Rule 40.6,
the Exchange hereby certifies that all of the attached rule changes comply with the Act, including regulations
under the Act; these changes will be made effective on November 21, 2006.

Should you have any questions concerning the above, please contact the undersigned at (212)
299-2207.

Very truly yours,

Brian J. Regan
Vice President and Counsel

Att.


Section 501. [RESERVEDJRULES

Any Rule adopted by the Board in accordance with these By-Laws shall_be
consistent with these By-Laws and shall not contravene any of the provisions contained
therein.

Section 502. AMENDMENTS AFFECTING EXISTING CONTRACTS

Unless provided to the contrary in the By-Laws or Rules in the resolution adopting
an amendment or deletion of the By-Laws or Rules, any amendment or deletion of the
By-Laws or Rules that relate to products traded on the COMEX Division shall be binding
on contracts entered into before and after such amendment or deletion. Unless provided
to the contrary in a resolution adopting an amendment, any amendment or deletion that
affects the amount of money to be paid, or grade, quality or quantity of merchandise to
be received, under any contract shall be effective only with respect to the delivery month
immediately following the last delivery month in which there is an open position on the
date such amendment or deletion becomes effective. (Section 502 Adepted 08/03/94}

Section 503. EFFECTIVE DATE OF AMENDMENTS

All By-Laws and amendments thereto are effective and binding on Members and
shall govern all matters to which they are applicable ten days following receipt of prior
approval from the Commission or following receipt of notification that such prior approval
is unnecessary, or, at such date as is fixed by the Board but shall not be retroactive

(except as may be permitted under Articles 7 and 8). (Section 03 Adopted 08/03/94)

Section 504, TECHNICAL AMENDMENTS

The Board, by majority vote at any meeting, may change the numbers and
captions of the By-Laws or amend the By-Laws to correct cross- references to By-Laws,
statutes, regulations, to correct typographical errors or similar matters. The Board may
make such changes effective immediately. (Section 504 Adopted 68/03/94)

Section 505. MERGERS, SALE OF ASSETS, ETC.

NYMEX shalt-netmay enter into or effect any transaction involving the merger or
consolidation of NYMEX, the NYMEX Division or the COMEX Division with or into another
entity, the sale, transfer or lease of all or substantially all of the assets of NYMEX, the
NYMEX Division or the COMEX Division or its successor to another entity or the sale,
transfer or lease of the COMEX Division or the NYMEX Division or any similar transaction
unless-ti);_provi however, (i) subject to Section 157(E), the surviving or acquiring
entity agrees to provide all of the rights and protections-referredto_oraddressed-in

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any duly authorized representative of any other regulatory or self-regulatory organization
with which the Exchange, as approved by the Board, has entered into an information
sharing agreement;

(3) as required by law;

(4) | when the Member or Member Firm requests or consents to such
disclosure; or

(5) that the Exchange may release such information in connection with
any litigation involving the Exchange when, in the opinion of the Exchange, the
information is relevant or the release of the information is necessary and appropriate to
the conduct of such litigation. (Section 44.0 Adopted 08/03/94)

Sections 111-149. [RESERVED]

Sections 150-156. [RESERVED]

Section 157. COMEX DIVISION MEMBERSHIP RIGHTS AND PRIVILEGES
(A) | COMEX Division Members shall have the following rights and privileges:

(1) tIrading in the gold, silver, copper and Eurotop 100 futures and
option contracts that arewere traded on Commodity Exchange, Inc. immediately prior to
August 3, 1994 and any replacement contracts for such contracts ("COMEX Division
Replacement Contracts"), regardless of size, including trading such contracts through
NYMEX-ACCESS@an Electronic Trading System, if such contracts are listed thereon for
trading;

(2) tIrading all "New Metals Contracts," defined as all contracts
approved for trading after August 3, 1994 on any part of the Exchange, other than
COMEX Division Replacement Contracts, for which the underlying commodity is one or
more metals or alloys, other than platinum, palladium or an alloy containing one or more
of those metals approved for trading on the Exchange at any time ("Platinum/Palladium
Contracts"), including trading such contracts through NYMEX ACGCESS@an Electronic
Trading System, if such contracts are listed thereon for trading;

(3) Proprietary trading in each contract approved for trading after
August 31994-on any part of the Exchange,_after August 3, 1994, including through
NYMEX-ACGESS@an Electronic Trading System if such contract is listed thereon for
trading, for which the underlying commodity is a hydrocarbon, fossil fuel or other energy
source or other energy source derived from another energy source ("New Energy
Contract") for a period of two years (unless extended by the Board in its sole discretion)
after the date such contract commences trading on the Exchange, provided that for this

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(2) liable for all dues, assessments, fees and fines imposed by the
Exchange; and;

(3) obligated to the Exchange and to its Members for all contracts,
obligations and liabilities entered into or incurred before, during and after such
suspension.

(B) A Member or Member Firm who has been expelled from the rights and
privileges of Membership shall continue to be:

(1) subject to the disciplinary and arbitration rules of the Exchange;

(2) liable for all dues, assessments, fees and fines imposed by the
Exchange prior to such expulsion; and

(3) obligated to the Exchange and its Members for all contracts,
obligations, liabilities, fines and penalties entered into or incurred prior to or after such

expulsion.+Seetion-+08- Adepted-08/03/94)

Section 109. TRANSFER OF MEMBERSHIP

(A) | Membership in the Exchange is only transferable pursuant to the terms and
conditions established by the By-Laws and the Rules.

(B) | AMember who is the subject of any disciplinary proceeding or investigation
by the Exchange may transfer a membership pursuant to the terms and conditions
established by the By-Laws and Rules.

(C)
be more restrictive thanthose applicable to NYMEX Division memberships. (Section 08
Adopted _08/03/04)Transfer_restrictions on COMEX_Division Memberships _shall_b
subject to the provisions of Section 158 (C).

Section 110. DISCLOSURE OF INFORMATION

The Exchange shall not disclose to any person any information regarding the
financial condition of a Member or Member Firm or the transactions or positions of any
Member or Member Firm or any person except:

(1) to any committee, officer, director, employee or agent of the
Exchange authorized to receive such information within the scope of its or such person's
duties;

(2) to any duly authorized representative of the Commission or other
regulatory agency with jurisdiction over the Exchange requesting such information or to

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(C) In the event that any claim is disputed, the validity of such claim shall be
determined by arbitration in accordance with the Rules. The arbitration shall proceed as
if the objecting Member has filed a Demand for Arbitration. The objecting Member shall
pay the fee prescribed in the Rules. The arbitrators shall determine whether and to what
extent such claim is valid, and, in accordance therewith whether and to what extent a
claimant is entitled to participate in the proceeds of a sale of the membership of such
suspended Member pursuant to Section 861. (Section 858 Adopted 08/03/04)

Section 859. EXPELLED MEMBER

All memberships held by a Member who is expelled from the COMEX Division
shall be sold and the proceeds paid and applied as provided in By-Law-Sections 860 and
861. (Section 859-Adopted-08/03/94)

Section 860. SALE OF MEMBERSHIP

(A) _ If within ten (10) business days from the date of the decision of the
Arbitration Committee or from the last date established by the President for filing of
objections to Notices of Claim, whichever is later, a Member suspended under this Article
8 of the By-Laws does not pay all valid claims, the membership and all other collateral
previously delivered or pledged to the Exchange or the COMEX Division (including,
without limitation, shares of capital stock of NYMEX Holdings) of the suspended Member
shall be sold in accordance with this By-Law-Section 860 and the proceeds of the sale of
such membership shall be distributed in accordance with By-Law-Section 861.

(B) | When a membership is sold pursuant to this By-Law-Section 860, written
notice of such sale stating the date and time of such sale shall be sent to the Member and
the membership ten (10) days prior to such sale.

(C) All sales should be made by the President or his designee on the floor of
the COMEX Division to the highest bidder at open outcry but in no event less than the
highest bid then posted at the COMEX Division for the transfer of a membership. Any
Member may purchase such membership. Any membership so purchased shall be free
from and clear of any claims, liens or attachments. Such sale shall be final and binding
and not subject to challenge. Payment for the purchase of such membership shall be
made to the COMEX Division. (Sectien 860 Adopted 08/03/94)

Section 861. DISPOSITION OF PROCEEDS

The proceeds of any sale of a membership and all other collateral previously
delivered or pledged to the Exchange or the COMEX Division (including, without limitation,
shares of capital stock of NYMEX Holdings) shall be paid and applied in the following
order of priority:

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Section 410A. INSPECTORS OF ELECTION

Each election shall be supervised by three Inspectors of Election, who shall be
appointed by the Chairman of the COMEX Governors Committee and none of whom
shall be members of the COMEX Governors Committee.

Promptly after voting for members of the COMEX Governors Committee has
-been completed, the Inspectors of Election shall prepare, and subscribe to, three
statements, setting forth in detail the result of the annual election, one of which shall be
posted upon the Bulletin Board, one of which shall be submitted to the COMEX
Governors Committee and one of which shall be submitted to the Board. (Section 440A
Adopted 08/03/94)

Section 411A. [RESERVED]

Section 412A. COMEX GOVERNORS COMMITTEE RULES

The COMEX Governors Committee may recommend to the Board of Directors the
adoption, alteration or amendment of any FRule-which that pertains to matters affecting
COMEX Division Members-{(Section-442A Adopted-08/03/94)

Section 443A [RESERVED]
Section 444A_{RESERVED}

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ARTICLE 4
COMMITTEES

Section 400. COMMITTEE DESIGNATION

(A) The COMEX Division shall have such Standing Committees, Special
Committees and Regular Committees as are provided in the By-Laws or Rules. The
Board may appoint Regular Committees in addition to those named in the By-Laws or
Rules. Committees established under the By-Laws of the New York Mercantile
Exchange shall have authority to consider matters relating to the COMEX Division.

(B) |The COMEX Division shall have a COMEX Governors Committee with such
powers, rights, privileges and duties as are specified in Article 4A of the By-Laws.

Section 401. EXECUTIVE COMMITTEE

(A) | The Board shall appoint an Executive Committee which shall consist of
those persons who serve as members of the Eexecutive Gcommittee of NYMEX.

(B) The Executive Committee shall have and may exercise the authority of the
Board. The Executive Committee shall have the power to perform other duties as are
specified by the Board or as are provided in the By-Laws and Rules.

(C) Any action taken by the Executive Committee shall be submitted to the
Board at its next meeting for ratification. Except to the extent that the rights of third
parties acquired by such action may be impaired, the Board may amend or rescind any
such action. (Section-401-Adepted 08/03/94)

Section 402. POWERS OF COMMITTEES

(A) A Standing Committee shall have the authority of the Board to the extent
provided in the By-Laws, Rules, or any resolutions of the Board and subject to applicable
provisions of law.

(B) ASpecial Committee shall have only the powers specifically delegated to it
by the Board and shall not have any powers which a Standing Committee may not
exercise under applicable provisions of law.

(C) A Regular Committee shall have such powers as may be delegated to it in
the By-Laws or Rules or by the Board; provided, however, that such powers shall in no
case exceed the powers that the Board may delegate lawfully to an officer of COMEX
Division.

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By-Laws (to the extent that such rights have not expired in accordance with their terms):

(ii) NYMEX or the surviving or acquiring entity in any sale, transfer or lease of the COMEX
Division guarantees that it will provide a physical space to the COMEX Division Members
in which to trade open outcry products, which is located in the New York City metropolitan
area, and which is equivalent in size_and all other material respects to the COMEX
Division Members’ existing floor space at the time of such sale, transfer or lease, subject

to Section 158(B); and (iii) if such transaction occurs prior to November 20, 2011, NYMEX
and the NYMEX Division are transferred together, and simultaneously, with the COMEX

Division. (Section 605-Adepted 08/03/94)

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an officer, director, employee or member of any committee of the COMEX Division shall
be indemnified in any way if such person has brought the action or proceeding against the
COMEX Division, its officers, directors, employees or any member of any committee of
the COMEX Division.{Section- 360 Adepted-08/03/94)

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Section 921. EXCHANGE

The term "Exchange" shall mean the New York Mercantile Exchange, Inc..a
corporation organized and existing under the Delaware General Corporation Law and
consisting of the NYMEX Division and the COMEX Division, and any successor thereto.

¢

Section 942 Adopted 08/03/04)Section 043.922. FIRM

The term "Firm" shall mean a corporation, partnership, association or sole
proprietorship. ¢

Section 943 Adoepted-08/03/94)Section 914.923, FLOOR BROKER

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

Section 944 Adepted -08/03/04)Section 915.924. FLOOR MEMBER

The term "Floor Member" shall mean any Member who is either a Floor Broker or
a Floor Trader. ¢

Section 915 Adopted-08/03/94)Section 946.925. FLOOR TRADER

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

Section 916 Adepted-08/03/04)Section 947,926. FUTURES CONTRACT

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

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E Cross-Divisional Tradin 4 Until November 20, 2011, the fees
charged with respect to open outcry trading of NYMEX Division contracts by COMEX
Division Members (or COMEX Division contracts by NYMEX Division Members), who are
natural persons andwho own the relevant membership and are not persons who lease or
license memberships, as customers from off the floor for their own accounts (but not for
the account of a Member Firm or any other business association) shall be established by
the Board and shall be equal to the mean between the lowest such-fees charged to
owners of COMEX Division memberships_for_open outcry contracts _traded_on the
COMEX Division and the highest ratestier of fees charged to non-Mmembers for_open
outcry contracts traded on the COME X Division-; provided, however, that in no event shall
fees charged to COMEX Division Members trading NYMEX Division contracts be less
than fees charged to NYMEX Division Members trading NYMEX Division contracts.

BSS {Section 405 Adopted 6403-045

(2) Until November 20, 2011, with respect to cross-divisional trading of
contracts traded on an Electronic Trading System with respect to COMEX Division or
NYMEX Division Members, as applicable, who are natural persons who own the relevant

ership and not persons who lease or license memberships, as customers for their
own accounts (but not for the account _of a Member Firm or any other business

association) shall be established by the Board and shall be equal to, on a per contract
basis:

(i) for COMEX Division Members trading NYMEX _ Division
products: the mean between the lowest such fees charged to owners of NYMEX Division
memberships_and the highest tier of fees charged to non-members for such contracts
traded on NYMEX Division; an

(ii for NYMEX_Division Members_trading COMEX_ Division
products: the mean between the lowest such fees charged to owners of COMEX Division
memberships and the highest tier of fees charged to non-members for such contracts
traded on the COMEX Division.

(3) After November 20, 2011, the Board, in its sole discretion, shall
determine whether to permit cross-divisional trading at discounted fees and to determine
any fees relative to cross-divisional trading: provided, however, that in the event NYMEX
Division Members are provided discounted fees for trading COMEX Division contracts.

OMEX Division members shall be provided discounted fees on an equivalent basis for

trading NYMEX Division contracts.
(G) __ Market Makers (1) CME market makers designated pursuant to the April

6, 2006 Services Agreement be n_ NYMEX and the Chica ercantile an

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provided in the- Merger Agreement-orthis-Section 205,500(B), any action of the COMEX
Division taken by a vote of the NYMEX or COMEX Division Members requires a vote of
a majority of the votes cast_n_person or by proxy at a meeting of Members of that class
by the Members entitled to vote thereon. Blank ballots or abstentions shall not be
counted in the number of votes cast. On any matter with respect to which COMEX
Division Members are entitled to vote, COMEX Division Members will have one vote per
COMEX Division Membership owned, and COMEX Division Memberships held by the
Exchange or its successor in interest or any of its Affiliates shall not be entitled to vote.

(C) |The record date for the determination of COMEX Division Members entitled
to vote at any meeting shall be the close of business on the day next preceding the day
on which notice is given but shall not be less than ten (10) nor more than fifty (50) days
prior to the date of the meeting.

(D) Any action with respect to the matters described in clauses (1) through (82)
below (the "Special Matters”) may be taken only if:

(i) (a) the Board votes to take action on one of those matters and (b) the
COMEX Governors Committee votes to approve the action by the Board and (c) within
4015 days after the giving of notice of the actions described in (a) and (b), COMEX
Division Members (x) do not make written demand for a special meeting which complies
with all the applicable requirements of Section 202(B) or (y) do make written demand for
a special meeting which complies with all applicable requirements of Section 202(B) and
at such special meeting by majority vote.
irds-vote) the COMEX Division
Members approve such action; or

(ii) (a) the Board votes to take action on one of those matters and (b) the
Board's action is approved by a majority vote ptin-the-case-of a-change t HOR
457(H)-in which the-required-vote shall be-atwo-thirds-vote} at a duly constituted meeting
of COMEX Division Members, which meeting may be called (x) by the Board or the
Chairman at any time after the COMEX Governors Committee votes to disapprove the
action or after 14 days following announcement of the actions described in clause (a) of
this paragraph if the COMEX Governors Committee has failed to vote to approve or
disapprove such actions or (y) by the COMEX Governors Committee pursuant to Section .
202(A).

Notice of any action with respect to Special Matters taken pursuant to
clause (i) above shall be given personally, electronically or by delivery to a postal box
located on the Exchange premises or by first class mail, postage prepaid and addressed
to each COMEX Division Member at his address as it appears in the records of the
Exchange. Notice of such action, when mailed in accordance with this-By-Law Section
205(D), shall be effective when mailed. Notice of any such action shall be given promptly
after such action.

The Special Matters are:

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Section 855. HEARING DECISION

(A) | The Executive Committee of the Board of Directors, or other committee, as
provided in-By-Law Section 853(D), shall render a decision as provided in this By-Law.
The decision shall be final and may not be appealed.

(B) A hearing, if requested, shall be fair and shall be conducted in accordance
with procedures adopted by such committee for any hearing before it; but, during such
hearing,

(1) the formal rules of evidence shall not apply;

(2) the Compliance Department shall present the case or the charges
and penalties which are the subject of the hearing;

(3) the Member shall be permitted to appear personally and shall have
the right to be represented by counsel or other person of his choice;

(4) | the Member and the Compliance Department shall be entitled to
cross-examine any persons appearing as witnesses at the hearing;

(5) the Member may call witnesses and present such evidence as may
be relevant to the charges;

(6) the committee shall be the sole judge of the relevancy of such
evidence;

(7) the Exchange shall require persons who are within its jurisdiction
and who are called as witnesses to appear and produce evidence or testify and shall
make reasonable efforts to secure the presence of all other persons called as witnesses
whose testimony would be relevant; and,

(8) the committee may impose a summary penalty upon any person
whose actions impede the progress of the hearing.

(C) Promptly following the close of hearings, the Executive Committee of the
Board of Directors shall render a decision in writing, based on the weight of the evidence.
The decision shall include:

(1) adescription of, and the reasons for, the summary action;
(2) a brief summary of the evidence produced at the hearing;
(3) findings and conclusions;

(4) where action has already been taken under By-Law-Section 853, a
determination that such action be affirmed, modified or reversed; and,

(5) adescription of any final action taken by the Executive Committee of

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928------_Frade._(Adopted:08/03/94)

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Section-906.Section 909. COMEX OR COMEX DIVISION

FhetermThe terms “COMEX" or "COMEX Division" shall mean the COMEX
Division of the Exchange, which currently shall operate through-New COMEX, a
wholly-owned subsidiary of the Exchange, or in the future may operate as a division of the
Exchange. ¢

Section 906 Adopted -08/03/04)Section 907,910. COMEX DIVISION MEMBERS

The term "COMEX Division Members" shall mean Members of the COMEX
Division of the Exchange and Member Firms, but shall not, except in Articles 7 and 8 of
these By-Laws, include COMEX Option Members or Atuminura—Members-orMember
Firms upon which membership privileges have been conferred by Option Member(s)-or
Adar : .

Section 9674.911. COMEX DIVISION MEMBERSHIPS

The term "COMEX Division Memberships" shall mean the-GOMEX—Frading

into-solelythose holders of the “rights and privileges to trade futures, futures options
contracts and similar instruments on the Exchange in accordance with and specifically as

set forth in the provisions of these By-Laws and the-Riwes-and-such other rights and
privileges as are set forth in the Merger Agreement_these By-Laws-andthe-Rules{,

Section 907A—Adepted—08/03/94}Section 908.912. COMEX GOVERNORS
COMMITTEE

The term "COMEX Governors Committee" shall mean the committee established
in accordance with these y

4A of these By-Laws.

Section 908A.913. COMEX OPTION MEMBERS

The term "COMEX Option Member" shall mean those persons having the
contractuatrights set forth in Sections 2642.60 through 2.67 of the Rules. ¢

Section 908A Adopted 08/03/94)Section 809.914. COMMISSION

The term "Commission" shall mean the Commodity Futures Trading Commission.

€

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(FD) Any action required or permitted to be taken by the COMEX Governors
Committee may be taken without a meeting if all members of the COMEX Governors
Committee consent in writing to the adoption of a resolution authorizing such action.

(GE) Any one or more members of the COMEX Governors Committee may
participate in a meeting of the COMEX Governors Committee by means of a conference
telephone or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

(HE) Seven members of the COMEX Governors Committee shall constitute a

quorum; vided, however, that to consti uorum_of the COMEX ermors
Committee, a majority of the Committee members present at_any meeting must_be

Elected COMEX Governors. A majority of members of the COMEX Governors
Committee present, whether or not a quorum exists, may adjourn any meeting to another
time or place. Unless specifically provided otherwise in the By-Laws-oranyapplicable
jaw, any action taken by a vote of a majority of the members of the COMEX Governors
Committee present at a meeting at which there is a quorum shall be the act of the
COMEX Governors Committee.

(1G) The representatives -offive (5) Governors appointed by the NYMEX Bivisien
Memberenboard to the COMEX Governors Committee may, by action of the COMEX
Governors Committee, be excluded from those portions of meetings of the COMEX
Governors Committee during which the COMEX Governors Committee considers actual
or potential litigation against NY MEX_or COMEX Division Member legal rights vis-a-vis
NYMEX, tSestien 402A Adepted 08-03-04)

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

(A) Resignation

(1) A member of COMEX Governors Committee may resign at
any time by tendering written notice of his resignation to the Chairman, and such
resignation, unless specifically contingent upon its acceptance, will be effective as of the
date specified in the notice or, if no date is specified, as of the date of the notice, and his
office shall be declared vacant.

(2) Ifamember of the COMEX Governors Committee, other than
a-member-+representingthose serving on the NYMEX Bivision-Memberboard, has been
elected to serve on the governing board of another commodities exchange or any
clearing organization affiliated therewith, or of any securities or options exchange, and
determines to serve thereon, said COMEX Governors Committee member shall tender
his resignation in accordance with subsection (A)(1) of this By-Law immediately following
his election_unless the COMEX Governors Committee consents to such service. If said
COMEX Governors Committee member fails to tender his resignation, he shall be

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446A Petitions fe F- 1. taint, +: COMEYX Governors. Conamitt - (Ad:
—~__-_-08/03/94)

BY-LAWS

Arucle- 5S  . .dmentsto-By-Laws-and Rules.
504 — -— [Reserved]

504 — —.- Technical Amendments. (Adopted: -08/03/94)

505-—-—--—_Mergers,-Sale of Assets, Ete:

Article 6.-Clearine B

a Pring ES itution. _-98/03/9

Article 7.-E .

700 Definitions tAdepted-08/03/94)

POtn 2. Ese gene Actes iAdenied G2-05 O44

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deemed to have resigned from the COMEX Governors Committee and his office declared
vacant.

(3) _ If, by reason of a change in affiliation of a member of the
COMEX Governors Committee at any time, or by reason of merger, sale or consolidation
of two or more member firms, two or more affiliated persons are serving on the COMEX
Governors Committee, at least one such affiliated member shall resign so that there shall
be only one member of the COMEX Governors Committee who is an officer, director,
employee, partner, or affiliate of a member firm or affiliate. The failure of one such
member of the COMEX Governors Committee to resign shall be cause for removal by the
COMEX Governors Committee of either member of the COMEX Governors Committee.

(4) In the event any of the five COMEX Governors appointed by
the NYMEX Division—Membersboard have resigned from the COMEX Governors

Committee, _and if any of those—three_five positions reserved—for NYMEX—Division
Members-remainsremain unfilled for a period in excess of 35 days, the Chairman of the

COMEX DivisienBoard may appoint Directors to fill the vacancies_on an interim basis until
the NYMEX board appoints a replac: nt.

(B) Suspension and Removal

(1) In the event of the refusal, failure, neglect or inability of any member of the
COMEX Governors Committee, other than a-+nember+epresentingthose appointed by
the NYMEX Division Mempberboard, to discharge his duties, or for any cause adversely
affecting the best interests of the Exchange, or if a COMEX Governors Committee
member shall absent himself from three successive regular or special meetings of the
COMEX Governors Committee and fail to justify such absences to the satisfaction of the
COMEX Governors Committee, the COMEX Governors Committee shall have the power
to suspend such member upon the affirmative vote of the COMEX Governors Committee,
provided that at least a majority of the members of the COMEX Governors Committee are
present at the meeting at which such action is taken.

(2) If the COMEX Governors Committee suspends a COMEX Governors Committee
member, other than a-member-+representingthose appointed by the NYMEX Division
Memberboard, a special meeting of members shall be called by the Secretary of the
Exchange and convened within sixty (60) days of the suspension to vote on the removal
of the suspended COMEX Governors Committee member.

(3) In the event of the refusal, failure, neglect or inability of any member of the
COMEX Governors Committee representingappointed by the NYMEX Bivisier
Mermpberboard to discharge his duties, or for any cause adversely affecting the best
interests of the Exchange, or if a COMEX Governors Committee member
representingappointed by the NYMEX Division Memberboard shall absent himself from
three successive regular or special meetings of the COMEX Governors Committee and
fail to justify such absences to the satisfaction of the COMEX Governors Committee, the
COMEX Governors Committee shall have the power to remove such member upon the
affirmative vote of the COMEX Governors Committee, provided that at least a majority of
the members of the COMEX Governors Committee are present at the meeting at which
such action is taken. Removal pursuant to this Section 403A(B)(3) shall not be effective

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ARTICLE 8
DISCIPLINARY AND SUMMARY PROCEEDINGS

Section 800. MEMBERS SUBJECT TO DISCIPLINARY PROCEEDINGS

(A) The Exchange may impose fines, penalties and other sanctions on
Members, Member Firms and employees of Members and Member Firms that violate the
By-Laws or Rules of the COMEX Division or any resolution or order of the Board or
Committee of the COMEX Division.

(B) In this Article 8 of the By-Laws and in the Rules relating to Disciplinary
Proceedings, the term "Rule" means the By-Laws or rules of the Exchange or any
resolution or order of the Board or Committee of the Exchange.

(C) A Member is responsible for the acts of his employees and any Member
Firm upon which the Member has conferred privileges. A Member Firm is responsible for
the acts of its partners, its directors, its officers and its employees. (Section 800 Adopted
08/03/94}

Section 801. DISCIPLINARY PROCEEDINGS

The Board shall adopt rules establishing procedures whereby Members, Member
Firms and employees of Members and Member Firms may be subjected to fines,
penalties and other sanctions for violations by the By-Laws and Rules.Sectien-804
Adopted 08/03/94}

Section 802. FAILURE TO PAY FINE

(A) _ Ifa Member or Member Firm defaults in the payment of any fine on the date
due and such default remains uncured for 30 days after notice of such default is given,
such Member or Member Firm shall be suspended automatically without further action of
the COMEX Division, and shall remain suspended until such fine is paid in full and the
Member or Member Firm is reinstated as provided in By-LawSection 862.

(B) If such Member or Member Firm is suspended as provided in By-Law.
802(A) and continues in default of the payment of any fine for a period of forty-five (45)
days, the Member or Member Firm shall be expelled automatically, unless the Board in its
sole discretion determines otherwise, and without further notice by the COMEX Division
and the membership of such Member or by which such Member Firm is conferred
privileges shall be sold and the proceeds for such sale paid and applied as provided in
By-Law Section 861.

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effective on the date stated in the notice or, if no date is stated, on the date tendered.
Further, a resignation from the board of directors of NYMEX shall be deemed a
simultaneous resignation from the Board. NYMEX shall take such action, including,
without limitation, removing a Director, as required to ensure that the members of the
Board are identical to the members of the board of NYMEX.

Section 308. FILLING OF VACANCIES

(A) _ In the event there is a vacancy among the Directors caused by the death,
removal or resignation of Director, such vacancy shall be filled by a vote of NYMEX.

(B) A Director, other than the Chairman or Vice- Chairman, appointed to fill a
vacancy under this Section 308 shall hold office until the next annual meeting of
members and until his successor is elected or appointed and qualified. Such successor,
and any person elected to fill an unfilled vacancy or to replace a resigning Director; shall
be elected for a term of such length as would have remained in the term of the Director
whose death, removal or resignation caused the vacancy. If no time would have
remained in such term, such successor shall be elected for a full term.

Section 309. MEETINGS OF THE BOARD

(A) | Regular meetings of the Board shall be held at such times as the
Board deems appropriate. Regular meetings of the Board may be held without notice at
such time and at such place as may from time to time be determined by the Board.
Special meetings of the Board may be called by the Chairman, if there be one, the
President, or by a majority of the Directors. Notice thereof stating the place, date and
hour of the meeting shall be given to each Director either by mail not less than forty-eight
(48) hours before the date of the meeting, by telephone, telegram or electronic means on
twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling
such meeting may deem necessary or appropriate in the circumstances.

(B) The Chairman and-Vice-Chairman-of the COMEX Governors Committee or

his designee shall be entitled to attend all meetings of the NYMEX board and the | Board
W Person as observersan observer only, and nor as Directors—The Chairman-and-Vicea
‘or in accordance with Section 400A(D Chairman of the COMEX Governors
Contes shall not, jpso facto, be membersa. ae of the Board, shall not have the
right to vote at meetings of the Board and shall not be counted for purposes of

determining whether a quorum exists. -Re-Ghairman-and ViceNYMEX shall use good
faith effort: rovide_noti f_all NYMEX board and Board meetings in the same

manner as notice is provided to Directors as set forth in this Section 309. The Chairman
of the COMEX Governors Committee may address the Board in the same manner and
subject to the same restrictions as apply to members of the Board. Inadvertent failure or
inability to notify eitherofthemthe Chairman of a meeting shall not affect the validity of
any action taken at the meeting in his or their absence. The Chairman and—Vice
Chairman-of the COMEX Governors Committee may, by action of the Board, be excluded
from those portions of meetings of the Board (i) that relate exclusively to matters as to

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Section 853. SUMMARY SUSPENSION; ACTION OF THE EXECUTIVE COMMITTEE

(A) _ If at any time the Executive Committee of the Board of Directors determines,
in its sole discretion, that there is a substantial question whether a Financial Emergency
exists with respect to any Member, or, if at any time, the COMEX Division receives a
notice of a Reportable Emergency Event from a Member, the Executive Committee may
suspend, or take any other action against, such Member, any Member upon which such
Member has conferred member privileges, any Member guaranteed by such Member, or
any Member guaranteeing such Member, as it deems appropriate to protect the COMEX
Division and its Members. The Executive Committee of the Board of Directors may take
such action regardless of whether the Member has advised the COMEX Division as
provided in By-Law-Section 851, whether such Member has consented to a suspension,
or whether such Member has waived a hearing.

(B) Any action taken under the authority of this Byt-aw-Section 853 may be
taken without notice or a hearing where the Member waives notice or hearing, or when
the Executive Committee or the Board of Directors determines, in its sole discretion, that
the furnishing of notice, and an opportunity for a hearing before such action is taken or
both is not practicable under the circumstances.

(C) In any case where the Executive Committee of the Board of Directors has
taken action against a Member without prior notice or hearing because of impracticability,
the COMEX Division shall give promptly to such Member the notice required by By-Law
Section 854(B) and an opportunity to be heard.

(D) The powers and duties of the Executive Committee of the Board of
Directors under this Article 8, including the obligation to hold a hearing, if requested, may
be delegated to a subcommittee of any two or more members of the Executive
Committee of the Board of Directors or to any other committee of the Exchange as the
Chairman of the Board of Directors may decide in his sole discretion. (Section-853
Adepted-08/03/944

Section 854. NOTICE

(A) — Any notice to a Member given before action is taken under By-Law-Section
853 shall state: (1) the Financial Emergency or other situation which is believed to cause
the need for summary action by the Executive Committee of the Board of Directors; and,
(2) the date, time and place of the hearing.

(B) Any notice to a Member given after action is taken under By-Law-Section
853 shall state: (1) the action taken; (2) a brief summary of the reason for the action; (3)
the effective time, date and duration of the action; and, (4) that upon written request by
a date certain, a hearing will be held. (Section 854 Adopted 08/03/04)

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Section 909 Adepted-08/03/94) Section 040.915. COMMODITY

The term “commodity” shall mean any or all goods, articles, services, rights and
interests in which contracts for future delivery, or options on such contracts, are presently
or in the future dealt in, or are subject to the Rules. ¢

Section 910 Adepted-08/03/04)Section 944.916. CUSTOMER

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

Section 944 Adopted 08/03/94)Section.9144.917. DIRECTORS

The term “Directors” shall mean the members of the Board.

Section 9148. DISPUTE EXPENSES

The term "EFP" shall mean a transaction commonly referred to as an

exchange-for-physicals.+Sectien 0448 Adopted 08/03/04)

ion 919, ELECTED C X GOVE!

he term "Elected COMEX Governor" shall have the meaning set forth in Section

400A(B).

Section 942.920. ELECTRONIC TRADING SYSTEM

The_term “Electronic Trading System’ shall_mean_CME_GlobexTM, NYMEX

ClearPort® rading or any successor electronic trading system through which NYMEX
contracts are traded.

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be applied pro rata among all owners of COMEX Division Memberships on the basis of
the number of regular memberships held, including, for these purposes, regular
memberships purchased_after August 3,1994-and-held by the Exchange or its Affiliates,
and are payable by the owner of the COMEX Division Membership in whose name the

membership is registered. (Section +03 -Adepted-08/03/94)

Section 104, ASSESSMENTS

tablish_-withoutth: nsentofthe-COMEX-G rners-Committee-afee-surcharge-on

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ARTICLE 5
AMENDMENTS TO BY-LAWS AND RULES

Section 500. AMENDMENT OF BY-LAWS

(A) Subject to Section 205 and paragraph (B) of this Section 500, any By-Law
may be adopted, amended or deleted by the Board by a vote of two-thirds of the entire
Board. The proposed By-Laws, amendment, or deletion shall be adopted by the
affirmative vote of the NYMEX Member. Notice of the proposed By-Law, amendment or
deletion must be given in accordance with By-Law-Section 203 and shall specifically set
forth the entire By-Law, amendment, or deletion proposed.

{B)—-Amendments to-Article 4A -maybepropesed in the folowingmanner
(B)___The following By-Law provisions may only be amended upon the 66 2/3%
vote of the 772 COMEX Division Members voting in person or by proxy at_a member

meeting:

(1) by ene-ermoresmembersSections 100(B), 157(A) — (G) and (I), 158
205 (D), 360 (to the extent the rights of the COMEX Governors Committee:_and/or
members of any COMEX committee are reduced or eliminated), 400A, 402A(F) and (G)
500(B), 501, and 505.

Directors:

(C) Notwithstanding anything to the contrary in these By-Laws, nothing in this
Article 5 shall prohibit the Board from calling a special meeting of the COMEX Division
Members as set forth in Section 205(D)(ii). Section 500-Adopted 08/03/94)

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Section 919 Adepted 08/03/94)

08/03/94)Section-919D.929. MEMBER

The term "Member" shall mean any person or entity with any of the trading
privileges on the COMEX Division set forth in By-Law-Section 157(A) or under the Rules,
including with respect to option—members—and—aluminum—membersCOMEX Option
Members_under Sections 2642.60 through 2.67 and—Sections—2.80through2.88,
respectively_of the Rules. {Section 919D Adopted 08/03/04)

Section 920.930. MEMBER FIRM

The term "Member Firm" shall mean any firm upon which membership privileges
on the COMEX Division have been conferred by one or more Member(s) of the COMEX
Division. The rights and privileges of each Member Firm shall be limited by the scope of

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and expenses associated with protecting the interests of the COMEX Members. These
amounts sha isbur: at the written direction of the Governors Committee and shall

be used to for the costs and expenses associated with pr ting the in tof tl
COMEX Division Members. Any amounts deposit ursuant to this Section 157(F) shall
be the property of the COMEX Division Members as they may be from time to time.
"NYMEX IPO" means a public offering for cash of equity securities pursuant to a
registration statement filed under the Securities Act of 1933 by NYMEX, any holding
company which holds a controlling interest in NYMEX, or any entity which owns or
operates all or substantially all of the business or assets which are owned by NYMEX
immediately following August 3, 1994.

(G) Exeeptas- otherwise expressly permitted in this Section 157, tradingTrading
privileges and other rights appurtenant to membership in the COMEX Division will be

transferable (by sale, lease, license or otherwise).

—Rights to trade through the NYMEX
Any right appurtenant to membership to
trade through an Electronic Trading System may only be transferred through a sale, lease
or_license of the entire membership—interest-oricensed;_provided, however, that_if

NYMEX Division Members are given the right to separately lease or license the right to
trade electronically at member fees. Division Members will also be granted this

tight.

which includes, orindex which includes.as-one-of its components_the-value-of-gold,silver,
copper or the Eurotop Indexor-(vi}-an-alley-which-containe-gold-_ silver or copper.

H NYMEX will not issue trading permits to trade any COMEX Core Prod
or COMEX Division Replacement Contracts), regardless of siz open ou
NYMEX may issue trading permits to trade any New Metals product by open outcry for
period not to exceed two years after the commencement of trading of such New Metals
product.

(I) For the purposes of this Section; 157, contracts in jet fuel will be considered
New Energy Contracts; contracts in aluminum will be considered New Metals Contracts;
and contracts in sour crude oil and platinum and palladium will not be deemed included in
the contracts described in Section 157(A)(1). (Section 4157 Adopted 08/03/04)

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(7) the imposition or service of any lien, attachment, execution or other
levy or any injunction or other restraint against such Member or Member Firm or their
assets by any court, government agency, arbitrator or judgment creditor which injunction
or restraint may affect the ability of such Member to perform his contracts or otherwise to
engage in business.

(D) the term "Financial Emergency" means, with respect to any Member, any
situation in which, in the sole discretion of the Executive Committee, the financial
condition of such Member is not adequate for such Member to meet his financial
obligations or otherwise to engage in business; or, is such that it would not be in the best
interests of the Exchange for such Member to continue in business; and

(E) the term "Member" includes, as applicable, Members, and Member Firms
and employees of Members and of Member Firms. (Section-850 Adopted 08/03/94)

Section 851. DUTY TO REPORT EMERGENCY EVENT

If a Reportable Emergency Event occurs with respect to any Member, such
Member shall advise the Exchange of the occurrence of the Reportable Emergency
Event by the fastest available means of communication and shall also immediately
deliver to the Exchange by the fastest available means, a written notice. Such notice
shall specify:

(1) the nature of the Reportable Emergency Event;

(2) the date and time of occurrence;

(3) | whether such Member consents to a summary suspension pursuant
to this Article 8 and, if so, whether such Member waives a hearing with respect thereto;
and,

(4) | whether such Member consents to a suspension which includes a
prohibition against employment by another Member as a floor employee. (Section-854

Section 852. SUMMARY SUSPENSION; ACTION BY THE PRESIDENT

If a Member consents to a summary suspension as provided in By4zaw-Section
851, either orally or in writing, the President shall immediately suspend such Member in
accordance with the terms of the consent and notify the Membership of such suspension.
{Section 852 Adopted 08/0304)

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(E) Ifa Member suspended under this Article 8 of the By-Laws is not reinstated
within one (1) year from the date of his suspension, such Member may not be reinstated.

+Section 863. DEATH OF AMEMBER

Upon receiving due notice of the death of a Member, the President or his designee
shall announce such death to the other Members and shall post a notice of such fact on
the floor of the COMEX Division for five (5) days. Any Member holding open futures or
options contracts for such deceased Member shall liquidate such open futures or options
contracts in accordance with the provisions of By-L-aw-Section 857. (Section 863 Adopted
08/03/94}

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meet competitive conditions with respect to such COMEX Contracts.

Until November 20, 2011, NYMEX will first consult with (but will not
be required to obtain the roval_of) the COMEX Governors Committee prior t

establishing or changing any terms and conditions for any New Metals Contracts.

B Facility. (1) For as long as open outcry trading exists on the COMEX
ivision_(but_in_all_events_until Novemb 0, 2011), NYMEX shall _(i) maintain the
COMEX Division's current facility for such open outcry market, or a facility comparable
thereto, for the dissemination of price information and for open outcry trading, clearing
nd_delive ii) provide reasonable financial support for technolo marketing _and
research for open outcry markets, and (iii) subject to Section 158(B)(2) and rovid:

reasonable floor space at such facility for open outcry trading of COMEX contracts.

(2) __ NYMEX will not reduce current COMEX Division floor space before
November 20, 2009 without the prior consent of the COMEX Governors Committee in its
sole discretion.

(3) Beginning November 20, 2009 through November 20, 2011, no
reduction in the aggregate size of current COMEX Division floor space may be made to
reduce the aggregate size of COMEX current floor space if average daily COMEX Core

roduct open outcry volume in any con ive six-month period (on a rolling six-month
basis commencing six months prior to November 20, 2009) is less than 40% of volume
levels based on the average daily volume for the three-month period August_1, 2006
through October 31, 2006; any such reduction should be in proportion to the level of
volume decrease. For example, in the event that COMEX volume were to drop 50% for
a_six-month period in year compared with the base volume figure), the floor space
may be reduced _up to 50%. The calculations pursuant to this provision shall_not include
any period in which the Board has taken emergency action.

ie Membership Privileges

(1) NYMEX may _not_impose_ membership _transfer_restrictions on

COMEX Division Members that_are more restrictive than those imposed on NYMEX
Division Members.

(2) __ NYMEX may make changes to capital or eligibility requirements for
becoming and maintaining Member or non-Clearing Member Firm status; provided that
ny such changes that are material must be reasonably related to then-current mark:
onditions and commonly accepted industry practices. Notwithstanding anything in this
aragraph or in these By-Laws (including, without limitation, Section 601) all clearin

members for COMEX Division contracts shall be required to own at least two COMEX
trading right a condition for such clearin' mbership.

ducts ded_electronically, NYMEX _shall_ provide
COMEX Division Members with the same electronic trading privileges provided to

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Section 101. ELIGIBILITY CRITERIA AND PROCEDURES

(A) FheSubject to the terms of Section 158(C)(2), the Board may adopt, from

time to time, Rules relating to criteria for eligibility for membership and procedures for
becoming a member and any requirements or procedures for the acquisition or transfer
of a membership as it may determine.

(B) FheSubject to the terms of Section 158(C)(3)(b), the Board may adopt,
from time to time, Rules relating to eligibility and application procedures for Floor
Members as it shall determine. (Section-

Section 102. FINANCIAL STANDARDS

(A) The Board may adopt, from time to time, Rules relating to financial
standards applicable to Members and Member Firms as a condition to becoming a

Member and continuing as a Member. SuchSubject to the terms of Section 158(C)(2)

such financial standards may differ among different categories of membership as
determined by the Board in its discretion.

(B) | Any Member who is registered with the Commission shall comply with such
rules and regulations as the Commission adopts relating to financial requirements.

(Section +02-Adopted-08/03/94)

Section 103. DUES

The Board may assess such dues as-it-determines-only upenthe-consent-of the
COMEX-Governors Committee, except that the Board-may-assess_fromtimetotime to
the-extentand-on- terms it-deems-appropratedues-on-the owners-oF CGOMEX Division

mayupon each owner "of g a COMEX Division Membership 2 as 5 it iL determines but in no
argater amount than_those dues imposed on each owner of a NYMEX_Division

rship. ard may also, in its discretion, waive the payment of dues by alt
owners of BoMex Division _Memberships-oF- other than_dues imposed with respect to

Momborchipe-ae-t-challdetoraine. Dues assessed on COMEX Division Members shall

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any such committee any authority as to the matters specified in Section 205(D) of these
By-Laws.

(B) Special Committees. The COMEX Governors Committee, from time to time,
by resolution adopted by the COMEX Governors Committee, may appoint special
committees. Each such special committee shall be authorized only to study problems
relating to the specific area or areas assigned to such committee, and to report back to
the COMEX Governors Committee with its recommendations with respect thereto.

(C) Any committee established pursuant to Pparagraphs (A) or (B) of this
Section 401A may make rules for holding and conducting its meetings and shall keep
minutes of all meetings.

(D) Any action required or permitted to be taken by any committee established
pursuant to Pparagraphs (A) or (B) of this Section 401A or by any regular committee
authorized by Section 400(GA) of the By-Laws may be taken without a meeting if all
members of such committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of such
committee shall be filed with the minutes of the proceedings of such committee. (Sectien

404A Adopted 08/03/94)

Section 402A. MEETINGS OF THE COMEX GOVERNORS COMMITTEE
(A) The annuat meeting of the COMEX Governors Committee shall-be-held-on
guch dato ae the COMEX Gaverars Committee ray determine B)Regular meetings ‘of

the COMEX Governors Committee shall be held on such dates as the COMEX
Governors Committee may determine.

(GB) Special meetings of the COMEX Governors Committee may be called on
not less than one day's notice, which notice may be in writing, by telephone, or in person,
by the Chairman of the COMEX Governors Committee or any member of the Board of
Directors and shall be called by the Secretary upon the written request of not less than
five members of the COMEX Governors Committee.

(€{C) If the day on which ihe annual meeting ora regular meeting of the COMEX
Governors Committee is to be held shall fall on a holiday, such meeting shall be held on
the next ensuing business day.

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BY-LAWS
802 Failureto Pay Fine—(Adopted:—08/03/94)
850 Definitions (Adepted08/03/94)

859-—_____Expelled Member_(Adepted08/03/04)

864 Disposition of Rr ds.(Adested:-08/03/94)
Pi ot Pea ?

900A Act—(Adopted—08/03/94)

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ARTICLE 3
GOVERNMENT AND ADMINISTRATION

Section 300. COMPOSITION OF BOARD

(A) | The governance of the COMEX Division shall be vested in the Board
which shall be elected by NYMEX and shall consist of the fifteen (15) persons who serve
as Directors on the NYMEX Bboard.

Section 301. POWERS OF THE BOARD

(A) Subject to paragraph{D)}-oHthis-Section-and-Sections 105, 157, 158, 205(D)
and 205(G)-ef these -By-taws500(B), the COMEX Division shall be managed by the
Board which is vested with all powers necessary and proper for the government of the
COMEX Division, the regulation and conduct of Members and Member Firms, and for the
promotion of the welfare, objects and purposes of the COMEX Division. Subject to
paragraph{D}-of this-Section-and-Sections 105, 157, 158, 205(D) and 205(G)-ef these

By-Laws andthe other sewers ancdaghis speciteady Granied tothe CONEY Governors
Gormmiiee oaderibe New COMEX By-taws-and the Merger Agreemert500(B), the Board
shall have control over and management of, the property, business and finances of the
COMEX Division. Subject to paragraph +D)-ofthis Section-and-Sections 105, 157, 158,
205(D) and 295500(GB) of these By-Laws, the Board may also adopt, amend, rescind or
interpret the Rules of the COMEX Division as it deems necessary and appropriate.

(B) | Without limiting the generality of the foregoing and subject to paragraph (D)
of this Section, the Board shall have the following powers:

(1) the Board may make such expenditures as it deems necessary for
the best interests of the COMEX Division;

(2) the Board may fix, from time to time, the fees or other compensation
to Directors and to Members of any committee of the Board for services rendered in
performing these duties as such, including compensation for Public or Independent
Directors may differ from the compensation for other Directors;

(3) the Board shall have the power to take such action as may be
necessary to effectuate any final order or decision of the Commodity Futures Trading
Commission taken under authority of the Commodity Exchange Act and necessary to
comply in all respects with any requirements applicable to the COMEX Division under the
Act; and

(4) | the Board shall have the power to adopt arbitration rules for the
settlement of claims, grievances, disputes and controversies.

(C) The Board may designate by resolution, from time to time, such committees
as it may deem necessary or appropriate, and delegate to such committees the authority

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COMMODITY EXCHANGE, INC.
AMENDED AND RESTATED BY-LAWS

ARTICLE 1
MEMBERSHIP

Section 100. CATEGORIES, NUMBER OF MEMBERSHIPS

(A) There will be two categories of membership in New-COMEX: the NYMEX
Membership (of which only one will be issued) and COMEX Division Memberships. Only
NYMEX shall have the voting, liquidation and the other rights and privileges of a member
under the New York Not-For-Profit Corporation Law (the "NPCL"), such power to_be
exercised pursuant to the terms of these By-Laws.

(B)_ _ The number of COMEX Division Memberships is limited to 772. Holders of

the COMEX Division Memberships will not have any ownership or other rights under the
NPCL,—and—their_but_will have the rights will-be—contractualonlycontained_in these
By-Laws. Except as expressly provided in these By-Laws, the holders of COMEX
Division Memberships, it in their capacity as s such, shall have no © voting tights-and-ne right

the-foregoing, the- Beard-_and-the officers-of N. COMEX and N MEX hall rate-a:

of-any-of the -time-perieds-specified in Section 157(A) of these By-Laws-(ii) prohibit any
transaction involving NYMEX-or the Initra-bSurviving Corporation (as defined in the Merger
Agreement). ‘which-does_not-alter Br Bieninich he “soniractia’ ene ofthe -owners-of

providedia i 9-457(B) and S tions 2.60,2.80 and.2.90 fthe Rules the Board may

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ARTICLE 6
CLEARING DEPARTMENT

Section 600. PURPOSE

All contracts made in accordance with the By-Laws of the COMEX Division shall
be cleared through the Clearing Department or another clearing facility designated by the
Board. (Seshos GOS Adopted 06. 03/04 revised 05.45.02)

Section 601. QUALIFICATIONS

The Clearing Department or a facility designated by the Board shall prescribe the
qualifications of its own members. No person shall be eligible to clear COMEX Division

contracts who is not a Member or Member Firm. (Section 604 Adopted 08/03/04)

Section 602. PRINCIPLE OF SUBSTITUTION

When a contract is cleared through the Clearing Department, the Clearing
Department shall be deemed substituted as Seller to the Buyer, and as Buyer to the
Seller, and thereupon shall have all the rights and be subject to all the liabilities of the

Buyer and Seller with respect to such contract. (Section 603 Adepted-08/03/04-revised
05/45/03}

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Section 405. REMOVAL, RESIGNATION AND VACANCIES

(A) Unless elected by the members and except as otherwise provided in these
By-Laws, members of Committees hold office subject to the discretion of the Board; a
member of a Committee elected or appointed by the Board may be removed with or
without cause.

(B) |Amember of a Committee or of any subcommittee may resign at any time
by tendering written notice of his resignation to the Chairman. Unless contingent upon
acceptance, such resignation will be effective on the date specified, or if no date is
specified, on the date tendered. A member of a Standing Committee or Special
Committee shall cease to be a committee member upon the termination of his
membership on the Board.

(C) | The Chairman of the Board may remove with the consent of the Board, with
or without cause, any chairman of a committee, vice chairman of a committee or any
member of a committee whom he has appointed.

(D) Inthe event there is a vacancy on a Standing Committee, the Board may fill
such vacancy. In the event there is a vacancy on a Special Committee or a Regular
Committee, the Chairman, with the consent of the Board, may fill such vacancy. (Section
405 Adopted 68/03/94)

Section 406. MEETINGS OF COMMITTEES

(A) | Unless otherwise specifically provided in the Rules or these By-Laws,
regular meetings of committees and subcommittees shall be held on such date and at
such time as the committee or subcommittee shall determine.

(B) The chairman of any committee or any subcommittee shall have the
authority to call a special meeting of such committee or subcommittee to be held on such
date and at such time as the chairman of such committee shall determine.

(C) Notice of all meetings of committees and subcommittees may be in writing,
by telephone, or by other means of communication. Such notice shall be made not less
than one hour before such meeting.

(D) Any action required or permitted to be taken by a committee or
subcommittee may be taken without a meeting if all the members of the committee or
subcommittee consent in writing to the adoption of a resolution authorizing such action.

(E) | Anyone or more members of a committee or subcommittee 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
AOE Adapted O5.05444

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(B) Inthe event any vacancy of a NYMEX-appointed Governor on the COMEX
Governors Committee described in paragraph (A)(1) or (2) of this Section remains
unfilled for a period of 45 days, the Board shall have the right to designate an individual

to fill such vacancy. (Section 405A Adopted 68/03/94)

Section 406A. CHAIRMAN OF THE COMEX GOVERNORS COMMITTEE

The Chairman of the COMEX Governors Committee shall preside at all meetings
of COMEX Division Members and of the COMEX Governors Committee. He shall
communicate to the COMEX Governors Committee, such matters and make such
suggestions as may, in his opinion, tend to promote the prosperity and welfare and
increase the usefulness of the COMEX Division. He shall perform such other duties as
are necessary and incident to the Office of the Chairman of the COMEX Governors
Committee. The Chairman and the Vice Chairman of the COMEX Governors Committee

shall each be a COMEX Division Members.Section 406A-Adopted-08/03/94)Member

who d t lease or license his membershi

Section 407A. VICE CHAIRMAN OF THE COMEX GOVERNORS COMMITTEE

In the event of the temporary absence or inability to act of the Chairman of the
COMEX Governors Committee, the Vice Chairman of the COMEX Governors Committee
shall assume all of the functions and powers and shall discharge all of the duties of the
Chairman of the COMEX Governors Committee. (Section-407A Adepted 08/03/94)

Section 408A. [RESERVED]

Section 409A. ANNUAL ELECTIONS

At the annual meeting of COMEX Division Members convened pursuant to Section
201 of these By-Laws, elections shall be held to fill expiring terms of members-ofthe
seven Elected COMEX Governors-Gommitteerepresenting_the-TradeCommission
House; -Floor-Groups and the COMEX Division membership-atlarge and unexpired
terms of vacancies, if any, which have been filled in accordance with Section 405A of
these By-Laws. The election of the Chairman of the COMEX Governors Committee shall
be held every two years at the annual meeting of COMEX Division Members, except as
otherwise required pursuant to Section 405A of these By-Laws in the event of a vacancy
in the office of the Chairman of the COMEX Governors Committee.

The members of the COMEX Governors Committee elected at the annual meeting
shall enter into their duties at the annual meeting of the COMEX Governors Committee,
and shall hold office until their successors are elected and qualify. (Section 409A
Adepted08/0304)

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which the Board concludes, based on the advice of counsel, that the presence of the
Chairman and/orVice-Ghairman-of the COMEX Governors Committee may result in the
loss of a privilege against disclosure which otherwise would be available, or (ii) during
which the Board of Directors considers actual or potential litigation brought by the
COMEX Governors Committee or any COMEX Division Member. (Section 309 Adopted
08/03/94)

Section 310. QUORUM

A majority of the entire Board shall constitute a quorum. A majority of Directors
present, whether or not a quorum exists, may adjourn any meeting to another time or
place. Unless specifically provided otherwise in the By-Laws or any applicable law, any
action taken by a vote of a majority of the Directors present at a meeting at which there is
a quorum shall be the act of the Board.+Sectien 340 Adepted 08/03/94}

Section 311. ACTION BY CONSENT

Any action required or permitted to be taken by the Board may be taken without a
meeting if all of the Directors consent in writing to the adoption of a resolution authorizing
such action. The resolution and the written consents of the Directors shall be filed with
the minutes of the proceedings of the Board.-Section 344 Adopted 08/03/04)

Section 312. TELEPHONE PARTICIPATION

One or more Directors may participate in a meeting of the Board by means of
conference telephone or similar communications devices allowing all persons
participating at the meeting to hear each other, at the same time. Such participation shall
constitute presence in person at the meeting. (Section 342 Adopted 08/03/04)

Section 313. [RESERVED]

Section 314. RULES OF ORDER

The Board shall have the authority to make rules governing its own conduct and
proceedings.

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purpose "New Energy Contracts" does not include contracts introduced as replacements
for other contracts previously traded on the Exchange ("Replacement Contracts")
regardless of whether permit programs on such contracts are implemented;

(4)  tIrading in each contract approved for trading on any part of the
Exchange, after August 3, 1994, including through NYMEX-AGCESS@®an_ Electronic
Trading System if such contract is listed thereon for trading, which is not a New Energy
Contract, a Replacement Contract or a New Metals Contract_(‘New Contract”), for period
of two years after the date the contract commences trading on the Exchange;

(5) Proprietary trading in each certractNew Contract approved for
trading on any part of the Exchange, after August 3, 1994, including through NYMEX
AGGESS@an Electronic Trading System if such contract is listed thereon for trading,
which is not a New Energy Contract, a Replacement Contract or a New Metals Contract,
provided that such limited trading privileges will be non-transferable and will be available
as to any particular contract only to a COMEX Division Members who areis_an individual
owners of COMEX Division Memberships as of the date six months prior to the date
trading in that contract commences, and will continue as to that contract only for so long
as thatsuch COMEX Division Member continues to own a COMEX Division Membership;

(6) Proprietary trading in Platinum/Palladium Contracts, including
through NYMEX-ACCESS@an_ Electronic Trading System if such contract is listed
thereon for trading; and

(7) Proprietary trading until August 3-4+999November 20, 2011 (unless
such privileges are extended in accordance with Section 105(F)) of contracts traded on
the NYMEX Division, through the- NYMEX ACGESS®- System,onterms-suchthatthe
transaction fees and clearing fees charged-with respect to th trades-are-amounts
established by the Board and shall be equal to 4) the meaa-between the lowest such fees.
charged to-owners of COMEX-Division memberships and the highest rates-charged to
nor-Members_far contrasts trad.

ed-on -the COMEX—Di4sien—plas—tit} the NYMEX
AGCESS®@ fees-chargedto- NYMEX Division Membersan Electronic Trading System, on
terms set forth in ion 105(F).

(B) NYMEX Division RegutatMembers shall have the following trading rights
on the COMEX Division (in the case of clauses (3) and (4) below) and the NYMEX
Division (in the case of clauses (1) and (2) below) in addition to their other trading rights
and privileges on the NYMEX Division:

(1) _ trading in Platinum/Palladium Contracts;

(2) trading in New Energy Contracts and new non-metals, non-energy
contracts;

(3) Proprietary trading in Eurotop 100 futures and options contracts and
New Metals Contracts including through N¥MEX-ACGESS@an_Electronic_Trading
System if such contract is listed thereon for trading; and

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Section 903. BOARD

The term "Board" or "Board of Directors" shall mean the Board of Directors of
Commodity Exchange. Inc.

Section 904. BUSINESS DAY

The term "business day" shall mean any day on which the Exchange is open for
trading. 4Sectien-993 Adopted 9803/043
Section-004.BY-LAWS

The term "By-Laws" shall-mean these By-Laws until subsequently-amendedin
accordance with their terms and the Merger Agreement. (Section G04 Adopted 08/03/94)

Section 905. CLEARING-ASSOCIATION-OR—CLEARING HOUSEBUYER_ AND
SELLER

For the purpose of these By-Laws, the terms “Buyer” and "Seller" shall mean the
long Clearing Member and the short Clearing Member. respectively.

The term "By-Laws" shall mean these By-Laws until subsequently amended in
accordance with their terms.

i 7. CLEARING Hi

The terms "Clearing Association," "Clearing House" or "Clearing Department"
shall mean the department of the Exchange or any corporation, organization or other
entity authorized by the Board to clear any contracts subject to the Rules of the Exchange.
{Section 905 Adopted 08/03/94;-revised-05/ 15/03)

Section 908. COMEX CORE PRODUCT
The term “COMEX Core Product” shal! mean gold, silver, copper and Eurotop 100
contr. it were tr in the Commodity Exchange, Inc. immediately prior ugust
1994.

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904 Buy-Laws—(Adepted:_08/03/94)
¥ — PREG-

90: COMEX-Division-Members.(Adopted-08/03/04)

942 Exchange—(Adopted:—08/03/94
Ge PLEG=

O16 FloorTrader—(Adopted—08/03/94

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ARTICLE 7
EMERGENCIES

Section 700. DEFINITIONS
As used in this Article 7 of the By-Laws:

(A) The term "emergency" means any occurrence, circumstance or event as
defined by the Commission in accordance with the applicable provisions of the Act which
in the opinion of the Board requires immediate action and threatens or may threaten such
things as the fair and orderly trading or liquidation of any commodity futures or options
contract, traded on the COMEX Division. Occurrences, circumstances or events which
the Board may deem emergencies are limited to:

(1) any manipulative activity or attempted manipulative activity;

(2) any actual, attempted or threatened corner, squeeze, congestion or
undue concentration of positions;

(3) any circumstance or circumstances that may materially affect the
ability to satisfy the obligations arising under futures or options contracts traded on the
COMEX Division;

(4) any action taken by or against the government of the United States,
any foreign government, any state or local government, or by any other exchange, any
board of trade or trade association, whether foreign or domestic, which action may have
a direct impact on trading on the COMEX Division;

(5) any circumstance that may have a severe, adverse effect on the
physical functions of the COMEX Division including, for example, fires or other casualties,
bomb threats, substantial inclement weather, power failures, communication or
transportation breakdowns, computer system breakdowns, screen-based trading system
breakdowns and malfunctions of plumbing, heating, ventilation and air conditioning
systems;

(6) the bankruptcy or insolvency of any Member or Member Firm or the
imposition or service of any lien, attachment, execution or other levy or an injunction or
other restraint against a Member or Member Firm or their assets by any governmental
agency, court, arbitrator or judgment creditor which event may affect the ability of the
Member or Member Firm to perform on its contracts or otherwise to engage in business;

(7) the occurrence of a "Reportable Emergency Event" or "Financial
Emergency” with respect to a Member or Member Firm, as defined in Section 850(C) or
(D) of the By-Laws;

(8) any circumstance in which it appears, in the judgment of the Board,
that a Member or Member Firm: (i) has failed to perform on its futures or options contracts,

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(2) extending or shortening the expiration date for trading in futures or
options contracts;

(3) extending the time of delivery under futures contracts or expiration
of futures or options contracts;

(4) changing delivery points, the manner of delivery or the means of
delivery;

(5) — modifying price limits;
(6) — modifying circuit breakers;

(7) ordering the liquidation of futures and/or options contracts, the fixing
of a settlement price or the reduction of positions held by or for any or all Members,
Member Firms or customers;

(8) ordering the transfer of futures and/or options contracts and the
money, securities and property securing such contracts held by or on behalf of customers
by a Member or Member Firm to another Member or Member Firm or to other Members
or Member Firms willing or obligated to assume such contracts;

(9) extending, limiting or changing hours of trading;
(10) suspending trading; and

(11) modifying or suspending any provision of rules of the contract
market, including any contract market prohibition against dual trading. (Sectien#O4
Adopted 3803-444

Section 702. ACTION BY BOARD

(A) In an emergency, or to determine whether an emergency exists a meeting
of the Board may be convened without notice.

(B) In the event of an emergency where a quorum of the Board is unavailable,
all trading on the Exchange may be suspended by an affirmative vote of two-thirds of the
members of the Board present. In the event of an emergency in which no other Director
is present, the Chairman, or in his absence, the Vice Chairman, or in their absences any
one Director present, or in their absences, the President, or in all their absences, the
Executive Vice President, or in all their absences, any Vice President, may order
suspension of trading for such period as in their or his judgment is necessary.

(C) Any action taken pursuant to this By-Law-Section 702 shall be subject to
review and modification by the Board. (Section 702 Adepted-08/03/94)

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Section 158. ADDITIONAL COMEX DIVISION MEMBER RIGHTS

In addition to the privileges set forth in Section 157 and any other rights contained
in these By-Laws, COMEX Division Members shall_also_have the following member

rights:

(A)___Open Outcry. _ Until November 20, 2011, NYMEX will not eliminate
suspend or restrict open outcry trading of any COMEX Core Product (regardless of size)
or any COMEX Division Replacement Contract. After November 20, 2011, the Board may
eliminate, suspend or restrict open outcry trading of any COMEX Core Product or any
COMEX Division Replacement Contract in its sole discretion.

(1) _ For _as_long_as_open_ outcry exists_on_the COMEX_ Division, the
COMEX Division Members shall have the exclusive right to trade COMEX Core Product
regardless of size), and any COMEX Division Replacement Contracts, on the floor via
open outcry. This right includes the trading _of futures and options on COMEX Core
Products and COMEX Division Replacement Contracts and the ability to EFPs foi
such contracts _on the floor of the Exchange: provided, however, that nothing in this
Section shall affect the rights of COMEX Option Members to trade pursuant to the Rules

2 Trading Hours. NYMEX will consult with (but will not be requir

obtain the approval of) the COMEX Governors Committee before _proposing_an
change to open outcry trading hours for any COMEX Division contracts traded via open
outcry. In addition, NYMEX may onl ange COMEX open outcry trading hours (i) if
within 15 days of the issuance of written notice to_the COMEX Division Members

proposing such changes, there is no written demand for a COMEX Division Member
meeting to_ vote on such changes made by 10% or more of the 772 COMEX Division

memberships eligible to vote or (ii) if such written and for a meeting is made by the
owners representing 10% more of the 772 COMEX memberships within 15 days after
the issuance of a written notice then by the approval of the eligible voters representing at
least a_ majority of the COMEX memberships actually voting (in person or by proxy) ata
member meeting. The provisions of this Section 158(A)(1) shall not ly to a tempora
change on business days preceding an official Exchange holiday or to any temporary
change in trading hours implemented by the Exchange in response to a physical or other
emergency.

(3) ___Contract Specifications. _(a) Until November 20, 2011 and except
as_ otherwise _provided_in Section 158(A)(2), NYMEX will not establish or amend the
contract terms and conditions of COMEX Core Products traded_b' en_outel
(regardless of size), or any COMEX Division Replacement Contracts traded by open

outcry, without the prior approval of the COMEX Governors Committee, in_its sole
iscretion. This provision does not apply to COMEX Core Products (regardless of size
led exclusively via electronic means.

Afi M id 2011, NYMEX will have complete discretion
establish or amend the terms and conditions of COMEX Core Products (and any COMEX
Division Replacement Contr: 0 ent necessary in r for Exchan:

15 DeltaView comparison of pcedocs://lonsr01a/530435/1 and pedocs://lonsr01a/530434/S.
Performed on 11/20/2006.