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                                                                   EXHIBIT 10.11

                         RECOGNITION AND RETENTION PLAN
                                 FOR MEMBERS OF
                             THE COMEX DIVISION OF
                          NEW YORK MERCANTILE EXCHANGE

                                   ARTICLE I
                                    PURPOSE

            The purpose of the Recognition and Retention Plan (the "Plan") for
Members of the COMEX Division of New York Mercantile Exchange ("NYMEX") is to
promote continuity and stability among the membership of Commodity Exchange,
Inc. (together with Commodity Exchange, Inc. (as constituted prior to _________,
1994) for periods before __________, 1994, and the COMEX Division of NYMEX
for any period after such date after which NYMEX has succeeded to substantially
all of the assets of Commodity Exchange, Inc. (as constituted as of _________,
1994, "COMEX"), and to thereby increase economic activity of COMEX, by
rewarding members of COMEX for long-term and continuous membership.


                                   ARTICLE II
                                   DEFINITIONS

            1. "Account" shall mean the account established pursuant to Section
1 of Article V of the Plan to fund the payment of benefits to Qualified
Participants and Beneficiaries.

            2. "Beneficiary" shall mean any person or persons designated by a
Participant in writing to the Committee to receive any payments of benefits due
after his death, or in the absence of a designation, the legal representative of
the estate of the Participant. No Beneficiary shall have any right to a benefit
under the Plan unless he shall survive the Participant.

            3. "Board" shall mean the Board of Directors of NYMEX.

            4. "COMEX" shall mean Commodity Exchange, Inc. (as constituted as of
the Effective Date), except that (i) for periods before the Effective Date,
"COMEX" shall mean Commodity Exchange, Inc. (as constituted prior to the
Effective Date), and (ii) for any period after such date and on or after the
date on which NYMEX has succeeded to substantially all of the assets of
Commodity Exchange, Inc. (as constituted as of the Effective Date), "COMEX"
shall mean the COMEX Division of NYMEX.

            5. "Committee" shall mean the committee appointed by the Board
pursuant to the provisions of Section 1 of Article VI to administer the Plan.

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            6. "Continuous Service" of a Participant shall mean the period
commencing on the later of January 1, 1987 or the date a Member becomes a
Participant and during which such Participant's membership in COMEX in a single
membership category is not interrupted by a cumulative total of more than 365
days. With respect to a natural person who is a Member as of the Effective Date,
Continuous Service shall not exclude service merely because such service was
performed after January 1, 1987 and prior to the Effective Date. Membership need
not be owned and need not be for or on behalf of the same firm or entity to
count toward Continuous Service. Any period of time during which a member is
suspended or otherwise not in good standing shall be deemed an interruption of
Continuous Service, as will (as reflected in the description of the Plan (as
formerly constituted) provided to Members by letter dated July 16, 1992 from M.
Dawn Lowe, Vice President and Corporate Secretary of Commodity Exchange, Inc.)
any time period in which the Member ceased to be a Member, switched membership
category, was suspended from membership or leased art original membership seat.

            7. "Effective Date" shall mean [_______________, 1994].

            8. "Full Member" shall mean any member of record of COMEX, except a
licensee, who is a natural person and who holds one or more of the authorized
and outstanding 772 full memberships in COMEX as of the Effective Date and as
thereafter may from time to time have been, or be, transferred, whether the
member owns his or her membership or holds such membership pursuant to an A-B-C
Agreement.

            9. "Member" shall mean a Full Member or an Option Member.

            10. "NYMEX" shall mean New York Mercantile Exchange.

            11. "Option Member" shall mean any member of record of COMEX who is
a natural person and who holds one or more of the authorized and outstanding 238
option memberships in COMEX as of the Effective Date, and as thereafter may from
time to time have been, or be, transferred, whether the member owns his or her
membership or holds such membership pursuant to an A-B-C Agreement.

            12. "Participant" shall mean all Members who become Participants in
accordance with Section 1 of Article III of the Plan.

            13. "Plan" shall mean the Recognition and Retention Plan for Members
of the COMEX Division of New York Mercantile Exchange.

            14. "Qualified Participant" shall mean a Member who has satisfied
the requirements of Section 2 of Article III thereby entitling him, subject to
the terms to the Plan, to the payment of a benefit under the Plan.


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                                  ARTICLE III

                                 PARTICIPATION

            1. Admission as a Participant

            (a) All Members on the effective date of the Plan shall become
Participants effective on such date.

            (b) Unless otherwise provided herein, all Members who become Members
subsequent to the effective date of the Plan shall become Participants effective
on the date such Participant first becomes a Member.

            2. Eligibility to Receive Benefits

            All Participants who complete fifteen (15) years of Continuous
Service shall be Qualified Participants, and thereby shall be entitled, subject
to the terms and conditions of the Plan, to the receipt of a benefit hereunder.
Benefits under the Plan are payable only to a Qualified Participant or, in the
event of such Qualified Participant's death, his Beneficiary. Benefits shall be
payable to a Qualified Participant individually, and not to a Qualified
Participant's firm or affiliation.

                                   ARTICLE IV

                                    BENEFITS

            1. Benefit Commencement Date

            Subject to the provisions of Article V hereof, the payment of
benefits to a Qualified Participant shall commence on the first business day of
the first calendar quarter following the later of (i) the date such Qualified
Participant attains the age of 59-1/2 years of age, whether or not such
Qualified Participant is a Member on such date; or (ii) the date such Qualified
Participant completes fifteen (15) years of Continuous Service, whether or not
such Qualified Participant is a Member on the benefit commencement date.

            2. Amount of Benefits

            (a) Subject to the limitations provided in Article V hereof, (i)
each Qualified Participant who is a Full Member shall be entitled to receive the
sum of $12,500 per year for ten years, and (ii) each Qualified Participant who
is an Option Member shall be entitled to receive the sum of $2000 per year for
ten years. Such annual payment to each Qualified Participant shall be paid in
equal quarterly installments, with payment being made on the first business day
of each calendar quarter during the ten-year period.

            (b) Each Qualified Participant is entitled to only one benefit under
the Plan, regardless of the number of memberships such Qualified Participant
owns or holds pursuant to an A-B-C


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Agreement. If a Qualified Participant is both a Full Member and an Option
Member, such Qualified Participant shall be entitled to receive the Full Member
benefit.

            (c) Payment of Benefits in the Event of Death

            In the event of a Qualified Participant's death prior to having
commenced receiving or receiving in full his or her benefit as provided in
Section 2 above, the present value of the benefit or the unpaid portion thereof,
as the case may be, shall be payable in a lump sum to his Beneficiary. Such lump
sum payment shall be made on the first business day of the second calendar
quarter after the Committee receives notice of the Qualified Participant's death
from the Beneficiary or the Qualified Participant's personal representative. In
calculating the present value of the unpaid portion of a benefit, the Committee
shall in its sole discretion, in good faith, determine the applicable interest
rate to be used in making its calculation. Such determination shall be
conclusive and binding upon all parties. Such determination shall not be deemed
to have been made by the Committee in a fiduciary capacity.


                                   ARTICLE V
                            LIMITATION ON BENEFITS;
                               OTHER LIMITATIONS

            1. Funding of the Plan

            (a) COMEX shall establish the Account to fund the payment of
benefits under Article IV of the Plan. COMEX shall deposit in the Account such
amounts as it shall determine in its sole and absolute discretion to contribute
for the payment of such benefits.

            (b) The amounts held in the Account shall be invested in, or
committed to, such instruments or transactions as the Committee deems
appropriate.

            (c) The amounts of any benefits paid pursuant to Article IV of the
Plan shall be charged against the value of the Account.

            (d) COMEX shall have no obligation to contribute any assets or
otherwise to fund benefits under the Plan other than such assets as it shall, in
its sole and absolute discretion, contribute to the Account. Benefits shall be
payable only from the Account. If on any date on which a benefit is payable to a
Qualified Participant or Beneficiary only a portion of the aggregate benefits
due and payable to all Qualified Participants and Beneficiaries may be paid
because of an insufficiency of assets in the Account, the aggregate amount that
may be paid on such date shall be apportioned among all such Qualified
Participants and Beneficiaries in proportion to the amounts then otherwise
payable to each of them. Any amount unpaid because of insufficiency of assets in
the Account


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shall be forfeited and no Qualified Participant, Beneficiary, or any other
person shall have any claim against COMEX for any unpaid amount.

            (e) Subject to Section 3 of this Article V, the Board may, upon the
affirmative vote of a majority of the Board members voting, determine to
discontinue future contributions to the Account provided for in subsection (a)
or to remove funds placed in the Account to use for its general corporate
purposes or otherwise. No Member, Participant, Qualified Participant or
Beneficiary shall be entitled to challenge any such determination and the Board
shall be under no obligation to replace any amounts removed from the Account.

            (f) COMEX does not guarantee, or undertake to ensure, that at any
time there will be adequate funds in the Account to satisfy benefits.

            2. Limitation Due to Insolvency; NYMEX Not to Have Certain
               Obligations

            (a) The Account shall be subject to claims of creditors of COMEX
and, for any period during which COMEX comprises a portion of NYMEX that is not
a separate entity, NYMEX, and no Qualified Participant or Beneficiary shall have
any right, title, interest, or claim in or to the Account or any other assets of
COMEX or NYMEX. NYMEX (other than such portion of NYMEX as constitutes COMEX
while COMEX does not exist as an entity distinct from NYMEX) shall have no
obligation hereunder regarding contributions, benefits or otherwise, except as
may be otherwise expressly and specifically provided hereunder.

            (b) No benefits under the Plan may be paid while COMEX (or, while
COMEX does not exist as an entity distinct from NYMEX, NYMEX) is insolvent or
would, by reason of making such payments, be made insolvent or rendered unable
to carry on its corporate purposes, or when the fair value of COMEX's (or, while
COMEX is not separately subject to the New York Not-for-Profit Corporation Law,
NYMEX's) assets remaining after such payment would be insufficient to meet its
liabilities, within the meaning of Sections 515 and 1410 of the New York
Not-for-Profit Corporation Law, as said sections may from time to time be
hereafter amended, or any successor provisions or comparable provisions of any
other applicable law.

            (c) If on any date on which a benefit is payable to a Qualified
Participant or a Beneficiary only a portion of the aggregate benefits due and
payable to all Qualified Participants and Beneficiaries may be paid because of
the provisions of subsection (b) above, the aggregate amount that may be paid on
such date shall be apportioned among all such Qualified Participants and
Beneficiaries in proportion to the amounts then otherwise payable to each of
them. In the event that all or part of a benefit otherwise due and payable is
not paid to a Qualified Participant or


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Beneficiary for the foregoing reason, the unpaid amount thereof shall cumulate
and shall be added to the amount due and payable to such Qualified Participant
or Beneficiary on the first business day of the next succeeding calendar quarter
subject to the provisions of subsection (b) above.

            3. Other Limitations

            (a) This Section 3 shall apply notwithstanding any other provision
of the Plan to the contrary.

            (b) No new Participants shall be admitted to the Plan on or after
the Effective Date.

            (c) The Plan shall remain in full force and effect until full
payment has been made of all benefits (the amounts of which are to be calculated
under the applicable terms of the Plan other than this sentence, and other than
any provision permitting an early termination of the Plan inconsistent with this
Section 3) to which the Participants (who have become such before the Effective
Date) become entitled on or before the day after the fifteenth anniversary of
the Effective Date. In each year in which NYMEX funds its Members Retention and
Retirement Plan, NYNEX shall cause COMEX to (or NYMEX shall) fund the Plan's
Account in an amount equal to $800,000. In each year in which NYMEX does not
fund its Members Retention and Retirement Plan and does not make any
distribution or pay any dividend permitted by law to its members, NYMEX shall
cause COMEX to (or NYNEX shall) fund the Plan's Account in an amount equal to
$400,000. In each year in which NYMEX does not fund its Members Retention and
Retirement Plan but does make any distribution or pays any dividend permitted by
law to its members, NYMEX shall fund the Plan's Account in an amount equal
$800,000. The annual net earnings on the assets in the Plan's Account shall be
accumulated and added to (or subtracted from, as the case may be) the principal
thereof. Except to the extent that the following provisions of this sentence
would cause the Plan to be deemed to be funded for tax purposes, as long as the
Plan is in effect no withdrawals shall be made from the Plan's Account other
than to pay the Plan benefits (except as a result of the Plan's Account being
subject to claims of creditors as otherwise provided herein). Notwithstanding
the foregoing, any amount required to be paid by NYMEX or COMEX as set forth in
this paragraph for the year ending November 30, 1994 shall be equal to the
product of (i) such amount and (ii) 365 minus the number of days from (and
including) December 1, 1993 to (and including) the Closing Date divided by 365.

            (d) For the year 2002 and each year thereafter, all benefits to be
paid under the Plan shall be based on the amounts that as of January 1, 2002 and
from time to time thereafter will be expected, as determined under reasonable
actuarial assumptions, to be available thereunder to pay benefits; provided that
in no event shall benefits payable to any individual under the Plan exceed the
benefits that would be payable under the Plan without regard to


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this Section 3; and provided, further, that the applicable actuarial assumptions
shall be reviewed at least once in each calendar year to follow 1993. For the
year 2002 and each year thereafter, if the actuary for CONEX or NYMEX determines
that the Plan is overfunded (provided that the interest rate used to make this
determination shall be the Chemical prime rate), the Board may, upon the
affirmative vote of a majority of the Board members voting, determine, to the
extent of such overfunding, to remove funds placed in the Account to use for its
general corporate purposes or otherwise; provided that, to the extent that
additional benefits would otherwise have been ultimately payable under the Plan
had such amounts not been so removed and interest at the Chemical prime rate as
in effect from time to time had been earned on such amounts, such amounts with
such interest shall be returned to the Plan's Account as soon as practicable
where, and to the extent that, the absence of such return would result in a
delay or reduction in such benefits. Any amounts remaining in the Plan's Account
after the satisfaction of all liabilities under the Plan shall be removed for
general corporate purposes or otherwise.

            (e) Notwithstanding anything to the contrary contained in this
Section 3, the $800,000 and $400,000 figures wherever used above shall be
reduced at COMEX's or NYMEX's request from time to time (but not more often than
monthly), and whether for an entire year or for the prorated portion of any
year, in any case in which the assumptions attached to the Plan as Exhibit A (as
adjusted from time to time under this Section 3(e)) can be shown not to be
reflective of the actual facts as they develop or otherwise can be adjusted for
changes that may reasonably be made to such assumptions from time to time
(provided that the interest rate used to make this adjustment shall be the
Chemical prime rate). If -

      (i) under the foregoing sentence (A) actuarial assumptions are adjusted
      for changes that may reasonably be made to such assumptions from time to
      time and (B) the $800,000 or $400,000 figure (as applicable) is
      consequently reduced, and

      (ii) (A) subsequent actual facts as they further develop are inconsistent
      with such adjustment and consequent reduction or (B) the revised actuarial
      assumptions underlying the reduced contribution requirement can be shown
      not to be reflective of the actual facts as they develop or otherwise can
      be shown to be unreasonable (provided that the interest rate used to make
      this determination shall be the Chemical prime rate),

then, as soon as practicable, (x) in the case of clause (ii) (A) above, NYMEX
shall cause COMEX to (or NYNEX shall) fund the Plan by the amount of the
excessive reduction, with interest at the Chemical prime rate as in effect from
time to time; provided that the funding requirement of this sentence shall in no
event exceed the amount of a corresponding reduction that had been made under
the foregoing sentence, with interest at the Chemical prime rate as in effect
from time to time; and (y) in the case of clause (ii) (B) above, the actuarial
assumptions to be used prospectively shall be


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adjusted so as to be reasonable (provided that the interest rate used to make
this adjustment shall be the Chemical prime rate); provided that the in no event
shall the funding requirements of this Section 3 ever exceed the $800,000 and
$400,000 figures otherwise set forth in this Section 3.

            (f) On and after the Effective Date, the Plan shall not be amended
or terminated to the detriment of the benefits of any Participant (who has
become such before the Effective Date), except as may be required by law, or in
accordance with the written consent of sixty percent (60%) of the Participants
(who have become such before the Effective Date) then living.

            (g) On and after the Effective Date, benefits which may become
payable under the Plan shall be payable solely from the Plan's Account, and in
no circumstances shall such amounts be payable from the general corporate funds
of COMEX or NYNEX (except inasmuch as amounts in the Plan's Account are
themselves considered general corporate funds of COMEX or NYMEX, respectively,
or if and to the extent NYMEX shall have failed (and shall have failed to cause
COMEX) to fund the Plan's Account in accordance with this Section 3).

            (h) If (i) NYMEX enters into or effects any transaction involving
the merger or consolidation of NYMEX or COMEX (or a successor to COMEX) with or
into another entity, the sale, transfer or lease of all or substantially all of
the assets of NYMEX or COMEX (or a successor to COMEX) to another entity or any
similar transaction (the "Transaction"), (ii) NYNEX is not then in violation of
this Section 3 (provided that, for these purposes any contributions or actions
required to be made or taken "as soon as practicable" shall have been made prior
to the consummation of the Transaction) and (iii) the surviving or acquiring
entity agrees to be substituted for NYMEX in the Plan (or if COMEX (or a
successor to COMEX) upon the consummation of the Transaction neither is a member
of an affiliated group of companies nor comprises a portion of an acquiring
company), then, upon the consummation of the Transaction and the transfer of the
Plan's Account to, or continued maintenance of the Account by, as applicable,
the post-Transaction sponsor of the Plan, this Section 3 and any other terms of
the Plan imposing obligations, responsibilities or other liabilities upon NYMEX
shall be of no force or effect with respect to, and shall not otherwise be
binding on, NYNEX.

                                   ARTICLE VI
                                 MISCELLANEOUS

            1.    Administration

            The Plan shall be administered by a committee (the "Committee") to
be appointed by the Board. The Committee shall have such powers as may be
specifically delegated to it by the Board as well as all other powers incident
to the administration of


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the Plan. Members of the Committee shall serve at the pleasure of the Board, and
may be removed at any time, with or without cause, by a majority of the members
of the Board voting thereon. Actions taken by the Committee pursuant to the
powers granted to it shall be conclusive and binding upon COMEX, Participants,
Qualified Participants and Beneficiaries. Committee members shall be indemnified
and held harmless by NYMEX from and against any and all claims, proceedings,
actions, damages, liabilities or expenses incurred by, or asserted against, them
arising out of, or relating to, their actions in their capacity as members of
the Committee, to the maximum extent provided by law and by the By-laws of
NYMEX. In furtherance of such indemnification, COMEX or NYNEX may purchase such
insurance policies therefor as may be lawful under, and consistent with, the
laws of the State of New York.

            2.    Nonassignment of Rights

            No Member, Participant, Qualified Participant or Beneficiary may
assign any of his or her rights under the Plan without the prior written consent
thereto of the Board.

            3.    Amendments and Termination

            The Board may at any time amend or terminate the Plan, in whole or
in part, upon the affirmative vote of a majority of the Board members voting.
Incident to any such termination or amendment, the Board in its sole discretion
may determine that amounts in the Account which would otherwise have been used
to make benefit payments to Qualified Participants or Beneficiaries are required
for the conduct of other corporate purposes of COMEX and may permanently suspend
the payment of benefits of all Qualified Participants and Beneficiaries then
receiving benefits and/or determine that no future benefit payments shall be
made to any Qualified Participants or Beneficiaries.

            4.    Governing Law

            The Plan shall be governed by and construed and interpreted under
and in accordance with the laws of the State of New York without regard to the
conflict of laws provisions thereof.

            5.    Authorization of The Plan

            This restatement of the Plan shall become effective upon the
Effective Date, following the approval of a majority of the Board members voting
thereon, and the affirmative vote of a majority of the Full Members of COMEX
entitled to vote thereon at a meeting duly called and held for that purpose.


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                                   EXHIBIT A

        Interest Rate:      6.00%
        Withdrawal:         20% per year to age 45; zero thereafter
        Mortality:          1983 Group Annuity Mortality Table
        Retirement Age:     The later of age 59-1/2 or 15 years of service