Bylaws of the

Board of Trade Clearing Corporation

1. DEFINITIONS

101. Definitions.

Whenever used in these Bylaws or in the Rules of the Corporation, terms defined in the Certificate of Incorporation shall have the same meaning as in the Certificate of Incorporation. Unless the context otherwise requires, the following words and expressions shall, for all purposes of these Bylaws and the Rules of the Corporation, have the meanings herein specified:

Board; Board of Governors

The Board of Governors of the Corporation.

Certificate of Incorporation

The Restated Certificate of Incorporation of the Corporation, as amended from time to time.

Corporation

The Board of Trade Clearing Corporation, a Delaware corporation.

Delaware Law

The Delaware General Corporation Law, as in effect from time to time.

Designated Representative

When used with respect to a Stockholder that is an entity, the individual designated on the books and records of the Corporation as being authorized to vote in all matters submitted to a vote of the Stockholders of the Corporation; when used with respect to an individual Stockholder, such Stockholder.

Exchange

An exchange or market for which the Corporation has agreed to provide transaction processing or clearing services.

Member; Clearing Member

An Individual Member or Member Firm admitted to membership in the Corporation. As used herein, the term “Individual Member” shall mean a sole proprietor or the sole owner, if any, of a Member Firm.

Member Firm

A Member organized and doing business as a corporation, partnership, limited liability company or other form of organization authorized by the Corporation.

Rules

The Rules of the Corporation, as in effect from time to time.

Stockholder

A person or entity owning stock in the Corporation.

102. Interpretation

In these Bylaws, unless a clear contrary intention appears, (a) the singular number includes the plural number and vice versa, (b) reference to the masculine, feminine or neuter gender includes each other gender, (c) any reference to a number of days shall mean calendar days unless business days are specified, and (d) any reference to times shall mean the time in Chicago, Illinois. Except as otherwise specifically provided in these Bylaws, an act that otherwise would be required or permitted by these Bylaws to be performed on a date that is not a business day may be performed on the next day that is a business day.

2. GOVERNANCE

201. Board of Governors.

a. The voting members of the Board of Governors shall be divided into three successive classes so that the terms of the members of only one class shall expire at each annual meeting of the shareholders of the Corporation. Governors shall be elected at each annual meeting of the shareholders of the Corporation to succeed those Governors whose terms then expire. The Governors elected at each annual meeting of the shareholders of the Corporation shall be identified as being of the same category (Group A, Group B or At-Large) and class as the Governors they succeed and shall, where applicable, be elected for a term expiring at the third succeeding annual meeting of the shareholders of the Corporation or until their respective successors have been elected and qualified.

i. The Governors shall be divided into three categories designated as Group A Governors, Group B Governors and At-Large Governors as those terms are defined in the Certificate of Incorporation. Any vacancies in the Board, whether created by expiration of term, death, resignation, disqualification, removal or other causes, may be filled only by a Governor of the same category as the Governor previously occupying such Governorship so that only a Group A Governor can succeed a Group A Governor, only a Group B Governor can succeed a Group B Governor and only an At-Large Governor can succeed an At-Large Governor. Each Governor shall continue to serve as a member of the category to which he or she was originally assigned throughout his or her term notwithstanding that such Governor, or the firm or corporation of which such Governor is a partner or officer, changes its status from Group A Clearing Member to Group B Clearing Member, or vice versa, during such term.

ii. No two Governors shall be associated with the same Clearing Member.

b. A Governor may serve no more than two successive terms. A person who has served two successive terms shall be eligible to again serve as Governor after the occurrence of one annual election of Governors in which the person is not a candidate. For purposes of determining eligibility to serve a successive term, a Governor who has served eighteen months or more of any term shall be considered to have served a full term.

202. Specific Powers of Board of Governors.

The business and affairs of the Corporation shall be managed and controlled by or under the direction of the Board of Governors, which may exercise all such powers of, and do all such acts and things as may be done by, the Corporation and which may do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders. Without prejudice to such powers, it is hereby expressly declared that the Board shall have the following powers:

a. To adopt and alter a common seal of the Corporation;

b. To purchase or otherwise acquire for the Corporation any property, rights or privileges which the Corporation is authorized to acquire;

c. To pay for any property purchased for the Corporation either wholly or partly in money, stock, bonds, debentures or other securities of the Corporation;

d. To borrow money and to make and issue notes, bonds, and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements, and to do every act and thing necessary to effectuate the same;

e. To remove any officer for cause and, in the Board’s discretion, transfer the powers and duties of any officer to any other person;

f. To appoint and remove or suspend such officers or agents as the Board may deem necessary and to determine their duties and fix, and from time to time change, their salaries or remuneration, and to require security as and when the Board deems appropriate;

g. To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers or agents;

h. To call special meetings of the Stockholders for any purpose or purposes;

i. To adopt, amend, modify, alter or repeal such Bylaws as it deems necessary or appropriate from time to time;

j. To adopt, amend, modify, alter or repeal such Rules governing the business and affairs of the Corporation as it deems necessary or appropriate from time to time;

k. To adopt and issue such orders, resolutions, exemptions, directions and interpretations, including interpretations of the Bylaws and Rules, and to make such decisions as it deems necessary or appropriate; and

l. Subject to Delaware Law, to delegate any of the powers of the Board of Governors in relation to the ordinary business of the Corporation, including without limitation the powers enumerated in paragraphs (i), (j) and (k) of this Bylaw, to any standing or special committee, or to any officer or agent (with power to subdelegate), upon such terms as the Board deems appropriate.

203. Annual Meeting of the Board.

The Board shall hold a regular meeting, to be known as the annual meeting, immediately following the annual meeting of the Stockholders. At such meeting, the Board shall elect a Chairman, a First Vice Chairman and a Second Vice Chairman of the Board from their number who shall hold office until the next annual election of the Chairman and the Vice Chairmen and until their respective successors are elected and qualified. At such meeting, the Board also shall elect a Treasurer and Secretary, who need not be Governors. Such officers shall hold office until their successors are elected and qualified.

204. Regular Meetings.

Regular meetings of the Board of Governors may be held at such places and times as shall be determined from time to time by the Chairman of the Board or by resolution of the Board.

205. Special Meetings.

Special meetings of the Board of Governors may be called by the Chairman of the Board or the President, and shall be called upon the written request of any three Governors, upon not less than one hour’s notice to each Governor.

206. Quorum and Voting.

A majority of the Governors shall constitute a quorum at any meeting of the Board of Governors except that a lesser number may adjourn a meeting to another time and place. Each voting member of the Board of Governors shall have one vote at all meetings of the Board or any committee thereof. The vote of a majority of the Governors present at any meeting shall be the official act and decision of the Board or such committee. Nothing herein shall be construed to limit or modify the provisions of Bylaw 222.

207. Waiver of Notice; Business and Purpose.

Notice of any meeting of the Board of Governors may be waived in writing (including by facsimile or electronic mail) and signed by the person or persons entitled to such notice either before or after the time of the meeting. The attendance of a Governor at any meeting shall constitute a waiver of notice of such meeting, except where a Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and at the beginning of the meeting records such objection with the person acting as secretary of the meeting and does not thereafter vote on any action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by Delaware Law.

208. Action Without Meeting.

Unless otherwise specifically prohibited by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Governors or of any committee thereof may be taken without a meeting, if all members of the Board of Governors or such committee, as the case may be, execute a consent thereto in writing (including by facsimile or electronic mail) setting forth the action so taken, and the writing or writings are filed with the minutes of proceedings of the Board of Governors or such committee.

209. Attendance by Telephone.

Members of the Board of Governors, or any committee thereof, may participate in and act at any meeting of the Board of Governors, or such committee, as the case may be, through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

210. Compensation.

Governors may be paid such compensation for their services as the Board of Governors may from time to time determine plus reimbursement for expenses of attendance at meetings. These payments shall not preclude any Governor from serving the Corporation in any other capacity and receiving compensation therefor.

211. Committees.

The Board of Governors, by resolution adopted by a majority of the whole Board of Governors, may create one or more committees and appoint the chairman thereof and one or more Governors or other Members to serve thereon; provided, that such committees shall constitute committees of the Board only to the extent that all the members thereof are Governors. Each Governor appointed to serve on any such committee shall serve, unless the resolution designating the respective committee is sooner amended or rescinded by the Board of Governors, until their respective successors are designated. The Board of Governors, by resolution adopted by a majority of the whole Board, may also designate additional Governors as alternate members of any committee to serve as members of such committee in the place and stead of any regular committee member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of such committee. In the absence or disqualification of a committee member and all alternate committee members designated to serve in the place and stead of such committee member, the committee member or members thereof present at any meeting and not disqualified from voting, whether or not such committee member or members constitute a quorum, may unanimously appoint another Governor to act at the meeting in the place and stead of such absent or disqualified committee member.

212. Meetings.

Unless otherwise specified in these Bylaws, meetings of committees may be called at any time by the Chairman of the Board, the President, or the chairman of the respective committee. A majority of the members of the committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the act of a majority of the members present at any meeting at which there is a quorum shall be the act of such committee. Unless otherwise specified in these Bylaws or in the resolution designating the committee, a majority of the members of any such committee may select its chairman, fix its rules of procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.

213. Officers.

The officers of the Corporation shall be a Chairman, a First Vice Chairman and a Second Vice Chairman of the Board, all of whom shall be Governors, a President, one or more Vice Presidents, a Secretary and a Treasurer and such other officers as the Board or the President may elect or appoint from time to time. Any officer or agent of the Corporation who is elected or appointed by the Board of Governors or the President and whose duties are not specified in these Bylaws shall perform such duties and have such powers as may from time to time be prescribed by the Board of Governors, the Chairman of the Board or the President. Except in any case where a duty or power is identified as one that is to be performed or held exclusively by a designated officer of the Corporation, the specification of such an officer in these Bylaws or the Rules shall not preclude the appointment of subordinate officers or agents to perform such duties or to hold such powers.

214. Chairman of the Board.

The Chairman of the Board of Governors shall be elected by the Board of Governors from among its members at the annual meeting of the Board of Governors. The Chairman shall be elected to such position for no more than two consecutive one-year terms.

The Chairman shall, when present, preside at all meetings of the Board, act as temporary chairman at, and call to order, all meetings of the Stockholders, and shall generally do and perform all acts incident to the office of Chairman of the Board or which are authorized or required by law. Subject to the approval of the Board, the Chairman may appoint committees and the chairmen thereof where the method of appointment is not otherwise provided.

215. Vice Chairmen.

The First Vice Chairman shall be vested with all the powers and shall perform all the duties of the Chairman of the Board in the absence or disability of the Chairman of the Board, unless or until the Board of Governors shall otherwise determine.

The Second Vice Chairman shall be vested with all the powers and shall perform all the duties of the Chairman of the Board in the absence or disability of the Chairman of the Board and the First Vice Chairman, unless or until the Board of Governors shall otherwise determine. The Vice Chairmen shall have such other powers and perform such other duties as shall be prescribed by the Board.

216. President.

The President shall be appointed by the Board of Governors. The President, who shall not be a member of an Exchange, a Stockholder of the Corporation, or a partner or officer of a firm or corporation which is a Stockholder, shall serve as an ex officio, nonvoting member of the Board of Governors and shall be responsible to the Board for the management and administration of the business affairs of the Corporation. The Board of Governors is expressly authorized to fix the compensation of the President; to prescribe the duties to be performed by him not inconsistent with law, the Certificate of Incorporation and these Bylaws; and to prescribe his tenure of office. Except as otherwise provided in the Bylaws, the President, or an officer or other person authorized by the President, shall sign all contracts, agreements and instruments on behalf of the Corporation.

217. Vice Presidents.

The Board of Governors may appoint one or more Vice Presidents who, in the absence or disability of the President and in their order, shall perform the duties of the office of President (other than service on the Board of Governors) and who shall perform such other duties as the Board of Governors or the President may require.

218. Secretary.

The Secretary shall: (a) keep a record of all proceedings of the Stockholders, the Board of Governors, and any committees thereof in one or more books provided for that purpose; (b) give, or cause to be given, all notices that are required by law or these Bylaws to be given by the Secretary; (c) be custodian of the corporate records and, if the Corporation has a corporate seal, of the seal of the Corporation; (d) have authority to affix the seal of the Corporation to all instruments the execution of which requires such seal and to attest such affixing of the seal; (e) keep a register of the address of each Stockholder which shall be furnished to the Secretary by such Stockholder; (f) sign, with the Chairman or a Vice Chairman, or the President or any Vice President, or any other officer thereunto authorized by the Board of Governors, any certificates for shares of stock of the Corporation; (g) have authority to certify as true and correct, copies of the Bylaws, or resolutions of the Stockholders, the Board of Governors and committees thereof, and of other documents of the Corporation; and (h) in general, perform the duties incident to the office of secretary and such other duties as from time to time may be prescribed by the Board of Governors, the Chairman of the Board or the President. The Board of Governors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.

219. Treasurer.

The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall have charge of and be responsible for the stock records of the Corporation and for maintenance of adequate books of account for the Corporation; have charge and custody of all funds and securities of the Corporation, and be responsible therefor and for the receipt and disbursement thereof; and perform the duties incident to the office of treasurer and such other duties as may from time to time be prescribed by the Board of Governors, the Chairman of the Board or the President.

220. Resignations.

A Governor, member of a committee, or officer may resign at any time. Such resignation shall be made in writing.

221. Filling of Vacancies.

Vacancies in the office of Vice President, Secretary or Treasurer may be filled by the Governors in office, although less than a quorum, by the appointment of any qualified person, who shall hold office for the unexpired term and until his successor shall be duly elected and qualified. Any vacancy in the office of Governor may be filled by nomination by the Chairman of the Board of Governors of any qualified person, subject to the approval by the Governors then in office, although less than a quorum, which person shall hold office for the unexpired term and until his successor shall be duly elected and qualified. Vacancies in the membership of any committee shall be filled in accordance with Bylaw 211 and a vacancy in the office of President shall be filled in accordance with Bylaw 216.

222. Physical Emergencies.

In the event the physical functions of the Corporation are, or are threatened to be, severally and adversely affected by a physical emergency such as, but not limited to, fire or other casualty, power failures, substantial inclement weather, communications or transportation breakdowns, labor disputes, civil commotions, bomb threats, warlike operations, invasions, rebellions, hostilities, sabotage or terrorism, the Chairman or a Vice Chairman of the Board of Governors, the President or, in their absence, another officer of the Corporation, is authorized to take such action as he or she shall deem necessary or appropriate to deal with such emergency.

223. Service on Board of Governors.

Any person (1) who is found by a final decision or settlement agreement (or absent a finding in the settlement agreement if any acts charged included a disciplinary offense) to have committed a disciplinary offense, as defined in Commodity Futures Trading Commission Regulation 1.63(a); or (2) whose registration with the Commodity Futures Trading Commission in any capacity has been revoked or suspended; or (3) who is subject to an agreement with the Commodity Futures Trading Commission or any self-regulatory organization not to apply for registration; or (4) who is subject to a denial, suspension or disqualification from serving on a disciplinary committee, arbitration panel or governing board of any self-regulatory organization as that term is defined in Section 3(a)(26) of the Securities Exchange Act of 1934; or (5) has been convicted of any felony listed in Section 8a(2)(D)(ii) through (iv) of the Commodity Exchange Act, is prohibited from serving on the Board of Governors or any disciplinary committee of the Corporation for a period of three years from the date of such final decision or for such time as the person remains subject to any suspension, expulsion or has failed to pay any portion of a fine imposed for committing a disciplinary offense, whichever is longer.

All terms used herein shall be construed consistently with Commodity Futures Trading Commission Regulation 1.63(a).

3. STOCKHOLDERS MEETINGS

301. Meetings.

a. All Stockholders’ meetings shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Governors. The exact place of the meeting shall be specified in each instance in the call which is made for such meeting.

b. The Board of Governors may fix in advance a date as the record date for the purpose of determining the Stockholders entitled to notice of or to vote at a meeting of Stockholders, such date in any case to be not less than twenty days prior to the date on which such meeting is to be held. If no record date is fixed by the Board of Governors, the day next preceding the date on which the notice is mailed shall be the record date.

302. Designated Representative.

a. A Stockholder may be represented, in person or by proxy, at a meeting of the Stockholders only by and through its Designated Representative. A Stockholder that is not so represented shall not be counted toward the quorum for, and shall not be permitted to vote at, such meeting.

b. A person who has been appointed as the Designated Representative of a Member Firm shall cease to be authorized to act as such if such person ceases to be employed by or otherwise associated with such Member Firm. A Member Firm may at any time replace its Designated Representative upon written notice, in form and substance satisfactory to the Corporation, confirming that the person designated as such replacement has been duly and validly authorized to act as such. The Corporation shall not be required to recognize any person other than an individual that is so authorized, nor shall the Corporation be required to recognize any assignee, administrator or executor of a Member as the Designated Representative of such Member.

303. Quorum; Adjournments.

The holders of a majority of the stock issued and outstanding, entitled to vote and represented by a Designated Representative, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders for the transaction of business, except as otherwise required by these Bylaws, the Certificate of Incorporation, or Delaware Law. If a quorum is not represented, the holders of the stock represented by a Designated Representative, present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of a majority of such Stockholders, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, except as hereinafter provided, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. Withdrawal of Stockholders from any meeting shall not cause the failure of a duly constituted quorum at such meeting.

304. Voting.

a. At all meetings of the Stockholders, each Stockholder shall be entitled to vote, in person, or by proxy appointed in an instrument in writing subscribed by such Stockholder’s Designated Representative, all but not less than all of the voting power of record, whether determined by the number of shares of stock owned by such Stockholder or otherwise, on the record date for the meeting.

b. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy and voting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

c. The Stockholders may only amend the Bylaws of the Corporation, including, without limitation, this Bylaw 304, upon the affirmative vote of stockholders representing not less than a majority of the total then outstanding voting power of the Corporation.

305. Annual Meeting.

The annual meeting of the Stockholders for the election of Governors and the transaction of other business shall be held on the third Wednesday in February. The Board of Governors may at any time prior to the date that is ten days before the third Wednesday in February designate another date for the annual meeting not later than thirty days after the date on which the annual meeting would otherwise be required to be held. The annual meeting shall be held on the date so designated at such time and place, within or without the State of Delaware, as shall be designated by the Chairman of the Board.

306. Nominations for and Election of Governors.

a. At the regular November Board meeting, but in no event less than sixty days before the annual meeting of Stockholders, the Board shall appoint a Nominating Committee consisting of five persons, of whom at least two shall be Group A Clearing Members or associated with Member Firms that are Group A Clearing Members and of whom at least two shall be Group B Clearing Members or associated with Member Firms that are Group B Clearing Members, but none of whom shall be members of the Board. The Board shall endeavor to achieve balanced representation among Stockholders in making appointments to the Nominating Committee and shall endeavor to appoint persons of diverse experience and familiarity with the markets and with clearing and settlement and related business activities that are or may be conducted by the Corporation.

b. Not less than forty days before the annual meeting of Stockholders, and subject in all cases to the provisions of Bylaw 201, the Nominating Committee shall nominate candidates for the positions of Group A Governor, Group B Governor and At-Large Governor, as the case may be, in the class of Governors whose terms will expire at the annual meeting for the ensuing term. The Nominating Committee shall nominate no fewer than one nor more than two candidates for each such position. The Nominating Committee shall endeavor to achieve balanced representation among Stockholders in its selection of nominees and shall endeavor to nominate for positions on the Board of Governors candidates of diverse experience and familiarity with the markets and with clearing and settlement and related business activities that are or may be conducted by the Corporation. The Nominating Committee shall report the names of the persons so nominated to the President. The President shall immediately notify the Stockholders of the names of the persons thus nominated. In the event that a nominee nominated by the Nominating Committee withdraws or becomes ineligible, the Nominating Committee shall nominate another candidate. Any twenty Stockholders by petition may nominate one or more candidates for any or all of such positions, subject in all cases to the provisions of Bylaw 201. Any such petition must be filed with the President no later than 3:00 p.m. on the twenty-first calendar day before the annual meeting. Only persons nominated by the Nominating Committee or by petition as provided herein and in Bylaw 201 shall be eligible for election.

c. On the twentieth calendar day preceding the annual meeting, each Stockholder shall be provided a proxy, in ballot form, listing the names of the persons nominated by the Nominating Committee and by petition for positions on the Board of Governors. Stockholders may cast their vote in person or by proxy for one candidate for each position. Unless only one candidate has been nominated in one or more categories, in which case such candidate(s) shall be elected regardless of the number of votes received, Governors shall be elected by a majority vote of all Stockholders present (including those voting by proxy). If no candidate in a category receives a majority of votes, the candidate receiving a plurality of votes in such category shall be elected a Governor.

307. Special Meetings.

a. Special meetings of the Stockholders for any purpose may be called by the Chairman of the Board, by the Board, or by the President.

b. The Chairman of the Board shall call a special meeting upon the written request of twenty-five Stockholders. Any such request must be delivered to the Secretary, must be signed by the Designated Representative of such Stockholder(s), and must set forth as to each matter proposed by the Stockholder(s) to be brought before the meeting (i) the name, as it appears on the Corporation’s books, of the Stockholder(s) proposing such business, (ii) a brief description of the business desired to be brought before the Stockholders and, if applicable, the reasons for conducting such business at the annual meeting, and (iii) any material interest of the Stockholder(s) in such business.

c. Such meetings shall be held at such time and place, within or without the State of Delaware, as shall be specified by the Chairman of the Board, by the Board, or by the President. The Board of Governors may postpone or reschedule any previously scheduled special meeting.

308. Notice of Meetings.

Written notice of Stockholders’ meetings, stating the time and place of the meetings, and the general nature of the business to be considered, shall be given by the Secretary to each Stockholder at his last known address not less than 10 days before the date of the meeting.

309. Purpose of Meeting.

At an annual or special meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by the Secretary or Assistant Secretary at the direction of the Board of Governors, the Chairman of the Board or the President (including, without limitation, pursuant to Bylaw 307), (ii) brought before the meeting by or at the direction of the Board of Governors or the Chairman of the Board, or (iii) properly brought before an annual meeting by a Stockholder.

For business to be properly brought before an annual meeting by a Stockholder, the Stockholder must have given notice thereof in writing to the Secretary of the Corporation not later than the last business day in January; provided, that if the date of the annual meeting is other than the third Wednesday in February, such notice must be given to the Secretary by the later of (i) twenty-one days before the annual meeting or (ii) five days after issuance of the notice of meeting. For business to be properly brought before a special meeting, notice thereof must be given by the Secretary of the Corporation to the Stockholders.

4. CORPORATION STOCK

401. Qualifications of Stockholders.

The Corporation shall have the power to determine whether any applicant for shares, or any existing Stockholder, satisfies the qualifications therefor established by the Board. Only persons found by the Corporation to be so qualified shall be permitted to own stock of the Corporation. For the purpose of determining whether any applicant or Stockholder is thus qualified, the Corporation may take such steps as it may deem necessary to ascertain the facts bearing upon the question of qualification.

402. Option of Corporation to Purchase Shares.

The Corporation shall have an option to purchase all or a portion of the shares held by a Stockholder, at the current subscription price of such shares established under Bylaw 404, if (i) such Stockholder desires to dispose of its shares, becomes insolvent or bankrupt, or fails to comply with the Bylaws or Rules, (ii) in the event of the death, disappearance or incapacity (all as reasonably determined by the Corporation) of an Individual Member; or (iii) if such Stockholder, having previously qualified for membership in the Corporation, ceases to be so qualified or fails to use the Corporation as a clearing agency for such Member’s trades for a consecutive period of ninety days. The option of the Corporation to purchase such shares shall continue for thirty days after the Corporation acquires notice of the facts giving rise to such option, and if not exercised within that period, the Stockholder may sell such shares to any other Stockholder.

403. Board May Readjust Holdings.

a. Subject to the other provisions of this Bylaw, the amount of stock owned by each Member, compared with the total amount of stock issued and outstanding, shall be approximately in proportion to the volume of business cleared and/or carried for such Member by the Corporation during the preceding twelve months, as compared with the total such volume of the Corporation. Notwithstanding the foregoing, the Corporation may permit a Member to own a greater or lesser number of shares than is justified by the volume of business cleared and/or carried by the Corporation for such Member. No Member shall own fewer than the minimum nor more than the maximum number of shares per Member fixed by the Board of Governors from time to time.

b. The Board of Governors at any time may require a Member who owns a greater number of shares than is justified by the volume of business cleared and/or carried by the Corporation for such Member to surrender all or any portion of such excess shares. The Corporation shall in such circumstances have an option, for thirty days after the tender date established by the Board of Governors, to purchase such excess shares at the current subscription price established under Bylaw 404 and, if not purchased by the Corporation within that period, the Member may sell such shares to any other Member. The Board of Governors at any time may require that a Member purchase additional shares as necessary to maintain such approximate proportion.

c. In the event that the capital shares of the Corporation shall be increased, the Board of Governors may require that each Member subscribe to the additional shares in the proportion that such Member’s current stockholdings bear to the total stockholdings in the Corporation.

404. Price of Shares.

The subscription price of shares of stock of the Corporation shall be fixed by the Board from time to time and shall, unless otherwise be determined by the Board, be based upon the book value of such shares but shall, in no instance, be less than $2,500 per share. The amount of subscription price in excess of $2,500 per share shall be credited to the capital surplus of the Corporation. Shares repurchased by the Corporation from its Members may be resold to other Members of the Corporation.

405. Stock Certificates.

The shares of the Corporation shall be represented by certificates in such form as the Secretary may approve; provided, however, the Board of Governors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Each certificate for shares shall be consecutively numbered or otherwise identified. Certificates of stock in the Corporation shall be signed by or in the name of the Corporation by the President or a Vice President and by the Secretary or, if elected, an Assistant Secretary of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer were such officer at the date of its issue.

406. Shares as Security.

All stock certificates issued by the Corporation shall be endorsed by the owner and deposited with the Corporation. The Corporation shall retain possession of all certificates evidencing Corporation shares to secure the right of the Corporation to purchase such shares under these Bylaws and, with respect to shares owned by Members, to secure all obligations owing by Members to the Corporation. Subject to the prior lien of the Corporation, the shares of Corporation stock owned by each Member shall be subject to a lien for obligations of the Member owing to other Members, which lien shall be fully subordinated, in right of payment, enforcement and otherwise, to the Corporation’s lien. No Member shall seek to enforce its lien on Corporation shares unless and until all obligations of the owner of such shares to the Corporation have been paid and satisfied in full.

5. MISCELLANEOUS

501. Investment of Capital.

The capital and surplus of the Corporation, in excess of the capital necessary to meet expenses, shall be invested by the Treasurer pursuant to investment guidelines in effect from time to time.

502. Dividends.

The Board of Governors may declare dividends from the surplus or net profits arising from the business of the Corporation as and when the Board deems expedient. Before declaring any dividend, there may be reserved out of the accumulated profits such sum or sums as the Board of Governors from time to time in its discretion thinks proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the Board shall think conducive to the interests of the Corporation. The Board may close the transfer books not more than twenty days preceding the day appointed for the payment of any dividend.

503. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

504. Corporate Seal.

The corporate seal, if any, of the Corporation shall be in such form as may be approved from time to time by the Board of Governors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

505. Notices and Mailing.

Except as otherwise provided by Delaware Law, the Certificate of Incorporation or these Bylaws, all notices required to be given by any provision of these Bylaws shall be deemed to have been given (i) when received, if given in person, (ii) on the date of receipt, if sent by facsimile, electronic mail or other confirmed means of electronic communication, (iii) one day after delivery, properly addressed, to a reputable courier for same-day or overnight delivery, or (iv) three days after being deposited, properly addressed, in the U.S. Mail, postage prepaid.

506. Waiver of Notice.

Whenever any notice is required to be given under Delaware Law or the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed manually or electronically by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

507. Knowledge of Transactions.

Except as expressly authorized by the Board of Governors, or required by law, no person other than the President, and such employees as have been authorized by the President, shall have access to the books or records of the Corporation which disclose the trades or positions of any Member, but if the President deems it necessary, he may, at any time, report the facts shown by the Corporation’s records to the Risk Committee or to the Board to enable the Risk Committee or the Board to take such action as may be proper.

508. Material Information.

a. No person who is a member of the Board of Governors or a committee of the Corporation shall:

i. trade for such person’s own account, or for or on behalf of any other account, in any commodity interest on the basis of any material, non-public information obtained through special access related to the performance of such person’s official duties as a Governor or committee member; or

ii. disclose for any purpose inconsistent with the performance of such person’s official duties as a Governor or committee member material, non-public information obtained through special access related to the performance of such duties as a Governor or committee member or inconsistent with the Corporation’s corporate governance security policy.

iii. All terms used in this Bylaw shall be construed consistently with the definitions contained in Commodity Futures Trading Commission Regulation 1.59.

iv. Violation by a Governor or by a committee member of this Bylaw or of any other confidentiality obligation, including any obligation established pursuant to an agreement between such Governor and the Corporation, or of any conflict of interest or security policy or procedure adopted by the Corporation or imposed by applicable law or agreement with the Corporation, shall constitute, without limitation, a breach of fiduciary duty and shall be grounds for the removal for cause under applicable law of such Governor from the Board and any committee of the Corporation or of such committee member from committees of the Corporation.

509. Litigation Expenses.

Any Member who fails to prevail in a lawsuit or similar proceeding instituted by that Member against the Corporation or any of its Governors, officers, committee members, agents or employees, must pay to the Corporation all reasonable expenses, including attorneys’ fees, incurred by the Corporation in the defense of such proceeding.

A Member additionally may be charged for any unusual expenses incurred by the Corporation and caused directly or indirectly by such Member including, without limitation, the cost of producing records pursuant to a court order or other legal process in any litigation or other proceeding to which a Member is a party or in which such records relating to such Member are required to be produced, whether such production is at the instance of such Member or of any party other than the Corporation.

510. Indemnification of Personnel.

a. Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including all appeals (hereinafter a “proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a Governor, officer or member of any committee of the Corporation, or such Governor, officer or Committee member is or was serving at the request of the Corporation as a Governor, officer, Committee member, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (each, an “indemnified party”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Delaware against all costs, charges, expenses, liability and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties paid or payable under the Employee Retirement Income Security Act of 1974, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnified party in connection therewith and such indemnification shall continue as to a person who has ceased to be a Governor, officer or Committee member or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise and shall inure to the benefit of his heirs, executors and administrators. The right to indemnification conferred in this Bylaw shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, upon receipt by the Corporation of an undertaking, by or on behalf of such indemnified party, to repay all amounts so advanced if it shall ultimately be determined he is not entitled to be indemnified under this Bylaw or otherwise. The Corporation may, by action of the Board of Governors, provide indemnification to employees and agents of the Corporation with the same or lesser scope and effect as the foregoing indemnification of Governors, officers and Committee members.

b. If a claim under paragraph (a) of this Bylaw is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim. It shall be a defense to any action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Governors, independent legal counsel, or its Stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he has met such standard of conduct, nor an actual determination by the Corporation (including its Board of Governors, independent legal counsel, or its Stockholders), that the claimant has not met such standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has failed to meet the required standard of conduct.

c. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of Stockholders or disinterested Governors or otherwise.

d. The Corporation may maintain insurance, at its expense, to protect itself and any Governor, officer, committee member, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware Law.

e. To the extent that any Governor, officer, committee member, employee or agent of the Corporation is by reason of such position, or a position with another entity or enterprise at the request of the Corporation, a witness in any proceeding, he shall be indemnified against all costs and expenses actually and reasonably incurred by him or on his behalf in connection therewith.

f. Any amendment, repeal or modification of any provision of this Bylaw by the Stockholders or the Governors of the Corporation shall not adversely affect any right or protection of a Governor, officer or committee member of the Corporation existing at the time of such amendment, repeal or modification.

g. Notwithstanding the above, the Corporation will not indemnify any person if such indemnification is contrary to law.

511. Bonding.

Officers and employees may be placed under bond in such sum or sums as may be determined by the Board of Governors, the premiums to be paid by the Corporation.

512. Adherence to Bylaws an Rules.

Stockholders shall comply with and be bound by the Bylaws and Rules as in effect from time to time.