(a) The parties to an ABC Agreement shall be (1) a general partner or officer of a member
organization, or an individual who is affiliated with the member organization in another capacity
which is acceptable to the [Admissions Committee] Exchange and (2) the member organization with
which such person is affiliated;

(b) - (g) no change

Rule 123 - Rule 124 No Change

Rule 125. Transfer of Membership Share Subject to Leasing Agreement or ABC
Agreement by [Admissions Committee] the Exchange

The [Admissions Committee] Exchange is authorized to direct the transfer of a membership share
subject to a leasing agreement or a membership share subject to an ABC Agreement, including the
equitable interest therein, at the time legal title to the membership share is transferred voluntarily
or in accordance with the By-Laws and Rules of the Exchange. Such transfer shall take place
pursuant to the procedures set forth in Rule 116, except that the transfer shall not take place until a
reasonable time has elapsed during which the Exchange may consider any claims against the
lessee. Absent special circumstances, such period of time shall he presumed to be the posting
period required under paragraph (e) of Rule 105. The lessor shall not have any right to such
proceeds during this time period.

Rule 126. Transfer of Equitable Title

A transfer of equitable title to a membership share may be made upon submission of the name of
the candidate to the [Admissions Committee] Exchange and notice thereof to the membership of
the Exchange by posting such notice on the Floor in accordance with the provisions of paragraph (e)
of Rule 105. Such a transfer may not be effected pursuant to a leasing agreement. The Exchange
may disapprove any such transfer if it determines that such transfer would be contrary to the Act or
the Commission's Regulations or to the By-Laws and Rules of the Exchange, or for other good
cause.

Rule 127 - Rule 129 No Change
Rule 130. Failure to Pay Dues, Etc.

A member or member organization which fails to pay Its dues, fees, charges, fines or other
assessments within ninety (90) days after the same become payable shall be notified in writing of
such arrearages. If such arrearages have not been paid within twenty (20) days after such notice,
the Board of Directors may suspend the delinquent member or member organization, which
suspension shall continue until the monies owed the Exchange, together with any other sums which
accrued and remain unpaid since the suspension became effective, are paid. Should payment of
dues, fees, charges, fines or other assessments not be paid within one (1) year after payment is
due, the membership share may be disposed of by the [Admissions Committee] Exchange upon at
least ten (10) days' written notice mailed to him at his address registered with the Exchange.

Rule 131 - Rule 200 No Change


reinstatement of members and member organizations suspended in member responslbility
actions and any application for readmission shall be referred to the Admissions Committee for
review and action. The Admissions Committee shall also have jurisdiction over the
organizational arrangements of member organizations. ]

Sec. 3. Business Conduct Committee - No Change

Sec. 4. [Commodity Floor Procedure Committee] Reserved.

[The Commodity Floor Procedure Committee shall have such authority as is provided in the
Rules of the Exchange.]

Sec. 5. Executive Committee

(a) No change.
Boar: i is I
nd_m rcise al C hority of Nr i Ht |
thi 1 n ict wil limitations cr h
if poration or By-Laws. All ns of the P i mil l
reported to the Board of Directors within ten (10) days thereof but not later than the start of

the next Board meeting.
Sec. 6. Finance Committee - No change

Sec. 7. [Margin Committee] Reserved.

[The Margin Committee shall set and alter levels of margin with respect to each commodity
futures or option contract traded on the Exchange.

Sec. 8. Nominating Committee - No Change
- Audi’ mitt

Thi it mmii hall hi ial Phil: i
wi re ibiliti rs nt PH

ARTICLES VI through XII ~ No Change


Rule 108 ~ Rule 110 No Change
Rule 111. Claims by Former or Deceased Members

When a member is in debt to another member, the death of the creditor member or the transfer of
its membership share, either by himself voluntarily or by the [Admissions Committee] Exchange,
shall not affect the rights of such creditor member, his firm, or estate, to share in the proceeds of
the membership share of the debtor member under Rule 107, in the same manner and to the same
extent as if such creditor member had not died or his membership share had not been transferred.

Rule 112. Membership Share of Deceased Member

(a) When a member dies, all rights and privileges of membership in the Exchange shall terminate,
except as otherwise expressly provided in the By-Laws and Rules of the Exchange and if he is
holding his membership share otherwise than by lease or subject to an ABC Agreement, his
membership share may be transferred by the [Admissions Committee] Exchange, upon ten (10)
days' written notice to such member's executor or administrator if such member's executor or
administrator does not transfer the membership share within ninety (90) days from the later of:
(1) the member's date of death, or
(2) the date on which another member of the Exchange who is a general partner or officer of the
organization for which such membership share was registered or affiliated with such member
organization in another capacity which is acceptable to the [Admissions Committee] Exchange
registers his membership for it, or on which such member organization ceases to be a member
organization.
(b) and (c) no change
(d) The [Admissions Committee] Exchange may direct the sale of any membership share of a
deceased member for value if legal title to such membership share has not been transferred within
two (2) years of the date of death of such member.

Rule 113. Death or Disaffiliation of Sole Member

(a) A member organization whose sole member, the membership of whom is registered for such
organization pursuant to Rule 104, has died or, except where such member has notified the
[Admissions Committee] Exchange of his desire to terminate such registration under paragraph (f)
of Rule 104, has ceased to be affiliated with such member organization, shall immediately notify the
[Admissions Committee] Exchange of such event and shall continue to have the status of a member
organization in the Exchange for a period of thirty (30) business days from the member's date of
death or cessation of affiliation with the member organization.

(b) The [Admissions Committee] Exchange in its discretion and on application of such member
organization, may permit such organization to continue to have the status of a member organization
for up to an additional sixty (60) days to enable another member of the Exchange who is a general
partner or officer of the organization or who is affiliated with the organization in another capacity
which is acceptable to the [Admissions Committee] Exchange to register his membership for the
organization.

(c) Any partnership which is permitted to continue to have the status of a member organization
Pursuant to paragraph (b) of this Rule must meet the following requirements if the deceased or
disaffiliated member was a genera! partner in the member organization:


New text underlined, deleted text bracketed.
DEFINITIONS (Rules 1—59)
Rule 1 - Rule 59 No Change
EMERGENCIES (Rules 60—100)
Rule 60 - 100 No Change

MEMBERSHIP RULES (Rules 101—200)
Rule 101. Membership Application Procedures

(a) Every applicant for membership shall file an application in writing with the staff of the Exchange
in such form as the [Admissions Committee] Exchange may prescribe, [shall appear before the
Admissions Committee if required,] and shall submit such information as the [Admissions
Committee] Exchange may direct.

(b) [All applicants will be reviewed preliminarily by the staff of the Exchange.] The Exchange wil
Notify applicants of acceptance or denial within 30 business days of their application. If the [staff]
Exchange [recommends] determines that the applicant not be admitted as a member, he shail be
notified in writing of the reasons therefor and may, within fifteen (15) days of the receipt thereof,
file a request with the [Admissions] Executive Committee for its consideration of his application,
together with a written statement in such form as the [Admissions] Executive Committee may
prescribe setting forth his opinion as to why the [staff recommendation] Exchange's decision is in
error or insufficient to preclude his admission to membership.

(c) If [the staff of the Exchange recommends that the applicant be admitted to membership or if]
the applicant files a request with the [Admissions] Executive Committee pursuant to paragraph (b),
the [Admissions] Executive Committee shall review and act upon the application for membership. If
the [Admissions] Executive Committee votes favorably upon the applicant, he shall be sent written
notice thereof and his admission to membership shall become effective upon his purchase or lease
of a membership share in the Exchange in accordance with the By-Laws and Rules of the Exchange,
subject to all other requirements for membership as set forth in the By-Laws and Rules of the
Exchange.

(d) If the [Admissions] Executive Committee votes unfavorably upon the applicant, he shall be
notified in writing of the specific grounds for denial of membership and shall have a right to a
hearing before the [Admissions] Executive Committee thereon by filing with the [office of the
Secretary} Exchange's designated department a written request therefor within ten (10) days after
the serving of such notice. The applicant shall be entitled to appear personally at such hearing. The
Exchange shall also be represented at the hearing. The Exchange staff shall identify the specific
facts put into issue by the application, and with respect to those facts only, both the applicant and
the Exchange staff may produce witnesses and other evidence relevant to the grounds for
disapproval of the application and they may examine and cross-examine any witnesses so
produced. The applicant shall have the right to be represented by legal counsel or any other
representative of his choosing before the [Admissions] Executive Committee.

(e) If the applicant does not timely file a written request (1) with the [Admissions] Executive
Committee for its consideration of his application pursuant to paragraph (b) of this Rule or (2) with


EXHIBIT “B”


(b) Every organization which is not a member organization and for which a member or applicant for
membership proposes to register its membership shall apply for approval as a member organization
and shall submit such information in such form as may be required by the [Admissions Committee]
xchange in accordance with the procedures set forth in Rule 101.
(c) No organization shail be approved as a member organization unless the application for
registration of a membership for such organization Is approved by the [Admissions] Exchange or the
Ex i mittee pursuan' fe i .
(d) and (e) - no change
(f) A member whose membership has been registered for a member organization pursuant to this
Rule may terminate such registration by giving written notice stating the desired date of such
termination to the Exchange and said member organization not less than thirty (30) days in
advance of such date. Subject to the approval of the [Admissions Committee] Exchange, the status
of the member organization shall terminate on the date of termination stated in the member's
notice unless another membership is then registered for the member organization or unless such
member organization has been granted continued member organization status pursuant to Rule
113.

(g) no change

Rule 105. Purchase, Sale or Transfer of Membership Shares

(a) no change

(b) Outstanding membership shares which are transferable may be purchased only through the
[office of the Secretary] Exchange's designated department. Bids must be submitted in writing to
the [office of the Secretary] Exchange's designated department, which[. The Secretary] will file all
bids according to the highest price and the earliest submission date. All bids remain in effect until
written revocation thereof is received by the [office of the Secretary] Exchange’s designated
department, except that such bids shall not be binding In any transfer of a membership share by the
[Admissions Committee] Exchange pursuant to Rule 116,

(c) and (d) - no change

(e) Written notice of a proposed transfer, either voluntary or by the [Admissions Committee]
Exchange, including the purchase of a membership share from the Exchange, shall be sent to each
member and member organization and posted on the Floor for not less than seven (7) consecutive
days immediately preceding the effective date of such transfer, which notice shall specify such date.
(f) and (g) - no change

Rule 106. No Change
Rule 107. Priorities in Disposition of Proceeds of Transfer of Membership Shares

(a) Upon any transfer of a membership share other than the transfer of legal title pursuant to a
lease or any reversion thereof or the transfer of legal title only to a membership share subject to an
ABC Agreement, whether made voluntarily or pursuant to a transfer of a membership share by the
[Admissions Committee] Exchange, the proceeds thereof shall be applied by the Exchange to the
following purposes and in the following order of priority:

(1) - (3) no change
(b) - (d) no change


Philadelphia Board of Trade PBOT,

A subsidiary of the
Philadelphia Stock Exchange

1900 Market Street
Philadelphia, PA 19103-3584
Telephone: 215-496-5000
Fax: 215-496-1519

Rule Self-Certification

January 3, 2007 a
£
Office of the Secretary A
Commodity Futures Trading Commission 6 ve
Three Lafayette Center © =
1155 21" St, N.W. F, te <
Washington, D.C. 20581 : wt

Reference File SR-PBOT-2007-01
Rule Certification

Ladies and Gentlemen:

Pursuant to Commission Rule 40.6, the Philadelphia Board of Trade (‘‘PBOT”) proposes
to amend the following PBOT By-Laws Article and Rules:

Amendments to the following PBOT By-Laws Article:
Article V - Committees

Amendments to the following PBOT Rules:

Rule 101. Membership Application Procedures

Rule 104, Member Organizations

Rule 105. Purchase, Sale or Transfer of Membership Shares

Rule 107. Priorities in Disposition of Proceeds of Transfer of Membership Shares
Rule 111. Claims by Former or Deceased Members

Rule 112. Membership Share of Deceased Member

Rule 113. Death or Disaffiliation of Sole Member

Rule 114. Rights of Members or Member Organizations Following Suspension or
Expulsion

Rule 116. Transfer of Membership Share by Admissions Committee

Rule 118. Leasing of Membership Shares

Rule 120. Subordination and Sale Agreements

Rule 121. ABC Agreements

Rule 122. Standard Terms of ABC Agreements

Rule 125. Transfer of Membership Share Subject to Leasing Agreement or ABC
Agreement by Admissions Committee

Rule 126. Transfer of Equitable Title

ET



affiliated with said organization in a capacity acceptable to the [Admissions Committee) Exchange
until the date of termination of the status of said organization as a member organization or until
another member of the Exchange who Is a general partner or an officer of said organization, or who
is affiliated with said organization In another capacity which is acceptable to the [Admissions
Committee] Exchange registers his membership for said organization, whichever event occurs first.
(g) In the event the [Admissions Committee] Exchange does not permit an organization to continue
to have the status of a member organization under paragraph (b) of this Rule, the [Admissions
Committee] Exchange shall notify such organization forthwith and give the reasons for such denial.
(h) As used herein, the cessation of affiliation of a member with a member organization shall
include the suspension or expulsion of such member from the Exchange.

Rule 114. Rights of Members or Member Organizations Following Suspension or
Expulsion

(a) no change

(b) When a member is expelled or is suspended and becomes ineligible for reinstatement, his
membership share may be transferred by the [Admissions Committee] Exchange on at least fifteen
(15) days’ written notice mailed to such member at such member's address registered with the
Exchange.

(c) no change

(d) If the [Admissions Committee] Exchange determines that the protection of those persons
entitled to make claims against the proceeds of a transfer of the membership share of a suspended
member requires the transfer of such membership share, such membership share may be
transferred by the [Admissions Committee] Exchange, on at least fifteen (15) days’ written notice
mailed to such member at such member's address registered with the Exchange, unless within such
time the member requests a hearing pursuant to such procedures as the [Admissions Committee]
Exchange shall prescribe which shail be set forth in such notice.

Rule 115 No Change

Rule 116. Transfer of Membership Share by [Admissions Committee] the Exchange

(a) Whenever the transfer of a membership share is directed by the [Admissions Committee]
Exchange, any bid for a membership share then on file with the [Secretary] Exchange's designated
department or any bid received by the [Secretary] Exchange's designated department within thirty
(30) days thereafter, may be accepted for such membership share by the [Secretary] Exchange's
designated department, subject to the provisions of the By-Laws and Rules of the Exchange, and If
at the time such sale is directed, offers of sale of other membership shares shall have been filed
with the (Secretary] Exchange‘s designated department and are still open, such bid for a
membership share shall be available for the sale of the membership share whose sale has been
directed by the [Admissions Committee] Exchange in priority over the sale of such other
membership shares. The proceeds of such transfer shall be distributed in the manner provided in
Rule 107,

(b) and (c) no change

(d) If within thirty (30) days after the [Admissions Committee] Exchange shall have directed the
transfer of such membership share, no bids in writing for a membership share shall have been filed


(1) the partnership articles of such firm must provide for the continuance of the firm as a
partnership by the surviving partners, and
(2) the deceased or disaffiliated member shall have agreed in the partnership articles of such
firm that such continuing firm, if permitted by the [Admissions Committee] Exchange to
continue to have the status of a member organization, shall be entitled to the use of his
membership from the date of his death or disaffiliation from the partnership until the
termination of such status of such continuing firm or until another member of the Exchange
who is a general partner of the firm or who is affiliated with the firm in another capacity which
is acceptable to the [Admissions Committee] Exchange registers his membership for such
firm; and that, insofar as may be necessary for the protection of creditors of the continuing
firm and subject to the By-Laws and Rules of the Exchange, the proceeds of his membership
share shall be an asset of the continuing partnership during such period.
(d) Any corporation which is permitted to continue to have the status of a member organization
pursuant to paragraph (b) of this Rule must meet the following requirements if the deceased or
disaffillated member was an officer in the member organization:
(1) the member organization must continue in business and
(2) the deceased or disaffiliated member shall have agreed with the corporation that said
corporation, if permitted by the [Admissions Committee] Exchange to continue to have the
status of a member organization, shail be entitled to the use of his membership from the date
of his death or disaffiliation from the corporation until the termination of such status of such
corporation or until another member of the Exchange who Is an officer of the corporation or
who is affiliated with the corporation in another capacity which is acceptable to the
[Admissions Committee] Exchange registers his membership for the corporation; and that,
insofar as may be necessary for the protection of the creditors of the corporation and subject
to the By-Laws and Rules of the Exchange, the proceeds of his membership share shall be an
asset of the corporation during such period.
(e) Any partnership or corporation which is permitted to continue to have the status of a member
organization pursuant to paragraph (b) of this Rule must meet the following requirements if the
deceased or disaffiliated member was affiliated with the partnership or corporation in a capacity
acceptable to the [Admissions Committee] Exchange other than as a general partner or officer,
respectively:
(1) the member organization must continue in business and
(2) the deceased or disaffiliated member shal! have agreed with the partnership or the
corporation that said partnership or corporation, if permitted by the [Admissions Committee]
Exchange to continue to have the status of a member organization, shall be entitled to the use
of his membership from the date of his death or disaffiliation from the partnership or the
corporation until the termination of such status of such partnership or corporation, or until
another member of the Exchange who is a general partner of the partnership or who is an
officer of the corporation, or who is affiliated with the partnership or the corporation in another
capacity which is acceptable to the [Admissions Committee] Exchange registers his
membership for the partnership or the corporation; and that, insofar as may be necessary for
the protection of the creditors of the partnership or the corporation and subject to the By-Laws
and Rules of the Exchange, the proceeds of his membership share shail be an asset of the
partnership or the corporation during such period.
(f) Upon the transfer of the membership share of such deceased or disaffiliated member, the
proceeds thereof shall be applied to the same purposes and in the same order of priority as if such
member had continued to be a member of the Exchange and a general partner, or an officer, or


the [office of the Secretary] Exchange's designated department for a hearing pursuant to paragraph
(d) of this Rule, the [Admissions] Exchange staff shall take appropriate action with respect to the
application and shall notify the applicant of such action, which action shall be the final action of the
Exchange upon the serving of such notice.

(f) The Exchange shall make a record of any proceedings conducted under this Rule. The record
need not be transcribed unless a transcript is requested by the Commission staff or the applicant, or
the decision of the [Admissions] Executive Committee is reviewed by the Board of Directors or the
Commission. If an applicant requests a transcript or applies for and is granted review of his
membership denial by the Board of Directors or the Commission, the cost of transcribing the record
of the hearing shail be borne by the applicant.

(g) In the event of a favorable vote by the [Admissions] Executive Committee, the applicant shall
be sent written notice thereof and his admission to membership shall become effective pursuant to
the provisions of paragraph (c) of this Rule.

(h) In the event of a second unfavorable vote by the [Admissions] Executive Committee, the
applicant shall be sent written notice of such determination which notice shall specify the grounds
therefor. This decision of the [Admissions] Executive Committee shall become the fina! decision of
the Exchange ten (10) days after notice is served on the applicant unless within that time the
applicant petitions the Board of Directors for review of the [Admissions] Executive Committee's
decision.

(i) If the applicant petitions the Board of Directors for review of the [Admissions] Executive
Committee's decision, such petition shall consist of a copy of the record of the hearing before the
[Admissions] Executive Committee and a written statement setting forth his opinion as to why the
{Admissions} Executive Committee's decision is in error or insufficient to preclude his admission to
membership, After service upon it of such petition, the Board may, on its own motion, decide to
review the matter. Should the Board decide to review the matter, such review shall be conducted
solely on the record of the hearing before the [Admissions] Executive Committee and the Board
shall thereafter issue a decision by vote of a majority of its members either affirming or reversing
the decision of the [Admissions] Executive Committee which shall be a final decision of the
Exchange. If the Board takes no action on a petition for review of a decision of the [Admissions]
Executive Committee for ninety (90) days after service upon it of such a petition, the decision of the
[Admissions] Executive Committee shall become a final decision of the Exchange.

(j) An applicant for membership must deposit with the Exchange in full all fees required by the
[Admissions] Executive Committee prior to consideration of its application.

(k) and (1) - no change

Rule 102 - 103 No Change
Rule 104. Member Organizations

(a) A member or applicant for membership who is or intends to become affiliated with an
organization as a general partner or officer or in another capacity which may be acceptable to the
[Admissions Committee] Exchange may apply to register his membership for such organization,
provided that no member or applicant may register a membership for more than one organization.
Subject to the provisions of the Disciplinary Rules, a member shall be liable to the same discipline
and penalties for any act or omission of such organization or any general partner, officer, director or
employee thereof, as for his own personal act or omission.


New text underlined, deleted text bracketed.
PHILADELPHIA BOARD OF TRADE BY-LAWS
ARTICLES I through IV - No Change
ARTICLE V Committees
Sec. 1. Committees

(a) The Standing Committees of the Exchange shall consist of an [Admissions] Audit
Committee, a Business Conduct Committee, [a Commodity Floor Procedure Committee,] an
Executive Committee, a Finance Committee, [a Margin Committee] and a Nominating
Committee. Except as otherwise provided In the By-Laws, each of such committees shall be
composed of not less than three individuals, at least one of whom shall be a director of the
Exchange.

Unless otherwise specified in the By-Laws, members of such committees may be
directors of the Exchange, members or general partners or officers of member
organizations of the Exchange or other individuals who are considered to be qualified, The
Chairman of the Board and the President of the Exchange shall be ex-officio members of
each such Standing Committee.

With respect to the Business Conduct Committee, no person shall serve on that
committee who is subject to any of the conditions specified in Commodity Futures Trading
Commission Regulation 1.63(b)(1) through (6). Should any member of the Business
Conduct Committee thus become ineligible to serve, the chairman of that committee shall
remove such member and fill the resulting vacancy.

(b) through (d) - no change

(e) Subject always to the control and supervision of the Board of Directors, each
Standing Committee, exclusive of the Finance Committee and the Audit Committee, and
each Special Committee shall determine the manner and form in which its proceedings shall
be conducted, and may act at a meeting or without a meeting, and through a quorum
composed of a majority of all its members then in office, exclusive of ex-officio members.
Except as otherwise specifically provided in the By-Laws or Rules, the decision of a majority
of those present at a meeting at which a quorum is present, or the decision of a majority of
those participating when at least a quorum participates, shall be the decision of the
Committee. One or more members of any such committee may participate in any meeting
thereof by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.

(f) no change

Sec. 2. [Admissions Committee] Reserved.
[The Admissions Committee shall have jurisdiction over the admission of members and

member organizations to the Exchange. All applications for admission to membership in the
Exchange or for the status of a member organization of the Exchange, all applications for


RECORDS; REPORTS; RESPONSIBILITY (Rules 201—219)
Rule 201 - Rule 219 No Change

CUSTOMER PROTECTION RULES (Rules 250—300)

Rule 250 - Rule 300 No Change

GENERAL TRADING RULES (Rules 301—400)

Rule 301 ~ Rule 400 No Change

DISCIPLINARY RULES (Rules 401—412)

Rule 401 - Rule 405 No Change

Rule 406. Summary Disciplinary Proceedings

(a) - (c) No Change.
(d) Summary Violations.

(A) Floor Officials. The [Commodity Floor Procedure Committee] Exchange may designate Floor
Members to serve as Floor Officials. Floor Officials shall resolve floor trading disputes that are
not resolved among the parties and administer Floor Advices. In addition, Floor Officials may
issue fines for decorum offenses.

(d)(B)(1) - (d)(B)(4) No Change.
(5) Visitors
Non-member visitors will be permitted on the trading floor at the discretion of the [Commodity
Floor Procedure Committee] Exchange. All visitors must be signed in by a member or
Exchange official and accompanied at all times by a member, associated person of a
member or an Exchange official.

1st Occurrence Official Warning

2nd Occurrence $ 50.00

3rd Occurrence $100.00

4th and Thereafter $200.00

Sth and Thereafter Sanction is discretionary with

Business Conduct Committee
(d)(B)(6) - (d)(C)(7) No Change.

Rule 407 - Rule 412 No Change

MEMBER AND MEMBER ORGANIZATION RESPONSIBILITY
ACTIONS (Rules 450—500)


EXHIBIT “A”


Rule 130. Failure to Pay Dues, Etc.

Rule 406. Summary Disciplinary Proceedings

Rule 457. Time for Settlement of Suspended Member
Rule 458. Reinstatement of Suspended Member

The full text of amendments to PBOT By-Laws Article V and the above Rules are
attached hereto as Exhibit “A” and Exhibit “B,” respectively. The PBOT intends to
implement these amendments no sooner than one business day following the
Commission’s receipt of this filing.

There were no opposing views among the PBOT’s Executive Committee concerning
these amendments.

The PBOT certifies that these amendments comply with the Commodity Exchange Act
and the rules thereunder.

Sincerely,

hon

rk L. Prior
Assistant Corporate Secretary
and Counsel

cc: Mr. Allen Cooper
Ms. Jane Croessmann


with the [Secretary] Exchange's designated department, such membership share may be purchased
by the Exchange for such sum as the Board of Directors shall, in its sole discretion, deem proper.

Rule 117 No Change
Rule 118. Leasing of Membership Shares

(a) no change
(b) A person shall notify the Exchange in writing prior to any leasing of his membership share and
shall register with the Exchange as an approved lessor in accordance with the provisions of Rule
119. A fully executed copy of the lease agreement and any amendment thereto shall be filed with
and approved by the [Admissions Committee] Exchange prior to the effectiveness of the lease
agreement or any amendment thereto.
(c) In order to be approved by the [Admissions Committee] Exchange, a lease agreement shail
include provisions stating:

(1) - (9) no change
(d) Upon termination of the lease agreement for any reason, the legal title to the membership share
subject to the lease agreement shall not be considered for transfer to any person, including
reversion to the lessor, unless and until the lessor, or his legal representative, has provided the
Exchange with written notice of the name of the person applying to hold legal title to the
membership share and such person has made application therefor. Such written notice shall be
provided to the Exchange within sixty (60) days after the date of termination of the lease
agreement or at any time prior to the termination of the lease agreement. Failure to provide such
notice or for such person to make application within thirty (30) days after such notice shall
authorize the [Admissions Committee] Exchange to dispose of the membership share formerly
subject to the lease agreement, including the lessor's interest therein.
(e) no change.

Rule 119 No Change

Rule 120. Subordination and Sale Agreement

(a) The subordination and sale agreement shall be in a form acceptable to the Exchange. It shall be
executed by the lessor and filed with the [Admissions Committee] Exchange with the accompanying
executed lease agreement pursuant to Rule 118,

(b) and (c) no change

Rule 121. ABC Agreement

(a) Every applicant who is financing part or all of the cost of his membership share through an ABC

Agreement shail file the ABC Agreement along with his application for membership for review by the
[Admissions Committee] Exchange.

(b) no change

Rule 122. Standard Terms of ABC Agreement

An ABC Agreement shall comply with the following terms:


Rule 450 - Rule 456 No Change
Rule 457. Time for Settlement of Suspended Member

(a) If a member or member organization suspended under the provisions of these member
responsibility rules fails to settle with its creditors and apply for reinstatement within six months
from the time of its suspension, or within such further time as the Board of Directors may grant, or
fails to obtain reinstatement as hereinafter provided, its membership share may be sold by the
{Admissions Committee] Exchange.

(b) The Board of Directors may, by the affirmative vote of two-thirds of the Directors present at a
regular or special meeting of the Board, extend the time of settlement for periods not exceeding
one year each,

Rule 458. Reinstatement of Suspended Member

(a) When a member or member organization suspended under the provisions of these member
responsibility rules applies for reinstatement, notice thereof shall be sent by the [Secretary]
designated department of the Exchange to each member or member organization of the Exchange
and posted on the Floor at least fourteen (14) days prior to the consideration by the [Admissions]
Executive Committee of said application. The applicant shall furnish to said Committee a list of
creditors, a statement of the amounts originally owing and the nature of the settlement in each
case. If satisfactory proof of settlement with all creditors is furnished, said Committee may approve
his reinstatement.

(b) If the application for reinstatement is denied by the [Admissions] Executive Committee, the
applicant may appeal within ten (10) days thereafter to the Board of Directors, which may act on its
reinstatement.

Rule 459 - Rule 500 No Change

ARBITRATION RULES (Rules 501—1112)

Rule 501 - 1112 No Change

FOREIGN CURRENCY FUTURE CONTRACTS (Rules 1201—1300)

Rule 1201 - Rule 1300 No Change