Two claims remain against Grasso's $187.5 million compensation package from the exchange, which was challenged by Spitzer as exorbitant for a not-for-profit organization.

In the decision affirming a lower court's ruling, Chief Judge Judith Kaye says the challenges were based on the size of the compensation package. But she says state law required more evidence to void such a payment.

Grasso argued that a private interest like NYSE should be free to set its own compensation.