EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT dated as of January 8, 2004 by and between NYMEX HOLDINGS, INC. and NEW YORK MERCANTILE EXCHANGE, INC. each having its principal place of business at One North End Avenue, New York, New York 10282 (collectively, the “Company”), and Madeline Boyd (the “Employee”) an individual residing at 146 West 83rd Street, Apartment 4H, New York, New York 10024.

      WHEREAS, the parties wish to state the terms on which the Employee is employed by the Company;

      NOW, THEREFORE, in consideration of the mutual covenants, representations and acknowledgements contained in this Agreement, the parties agree as follows:

      1. Term. The Company hereby employs the Employee, and the Employee hereby accepts such employment, for a term commencing on January 8, 2004, and ending on January 8, 2007, unless sooner terminated in accordance with the provision of Section 4 or Section 5 (the “Initial Term”). There shall be no extension of this Agreement other than by written instrument executed by both parties hereto. If Company seeks to extend the Agreement, Company and Employee shall make good faith efforts to negotiate an extension of this Agreement no later than sixty (60) days prior to the expiration of the Initial Term. Any such renewal of this Agreement shall be referred to herein as an “Extension Term”. The period during which the Employee is employed hereunder, including the Initial Term and any Extension Term, shall be hereinafter referred to as the “Term”.

      2. Duties. During the Term, the Employee shall be employed by the Company in the positions of Senior Vice President, Government, Community and Philanthropic Affairs and President of the NYMEX Charitable Foundation and, as such, the Employee shall faithfully perform for the Company the duties of said office and shall perform such other duties appropriate and consistent to such positions, as shall be reasonably specified and designated from time to time by the Company. In the performance of her duties, Employee shall have reporting obligation to the President of the Company or his designee. The Employee shall devote substantially all of her business time and effort to the performance of her duties hereunder. The Employee shall conduct duties primarily from New York City, New York. The Company acknowledges that Employee’s title and position of Senior Vice President, Government, Community and Philanthropic Affairs and President of the NYMEX Charitable Foundation shall be an officer position pursuant to the by-laws of the Company. The Company and the Employee acknowledge that the “officer status” of the Employee’s title and position is subject to Company’s Board of Directors (the “Board”) approval. Employee will be notified of the Board’s decision, in writing, within five (5) days of its decision. In the event that the Board of Directors denies said “officer status” then the parties acknowledge and agree that this Agreement shall be deemed null and void from the inception and the parties shall have no further obligation to one another.

      3. Compensation.

      3.1 Salary. The Company shall pay the Employee during the Term a salary at the rate of $225,000.00 per year (the “Annual Salary”). The Employee’s salary will be reviewed at such times and in such manner as reviews given to employees in similar positions as the Employee.

      3.2 Bonus. In addition to the Annual Salary for each calendar year ending during the Term of this Agreement, the Employee will be eligible to receive an annual
 

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