Board of Trade of the City of Chicago Inc – ‘425’ on 10/17/01 re: Board of Trade of the City of Chicago Inc

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Business-Combination Transaction Communication   —   Rule 425
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 1: 425         Business-Combination Transaction Communication        36    122K 

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Filed by Board of Trade of the City of Chicago, Inc. (CBOT) 
  Subject Company -- Board of Trade of the City of Chicago, Inc.
File No. 333-54370                                          

*   *   *   *   

    The following documents, which include a letter from the Chairman of the
Board, Notice of a Special Meeting, Proxy Ballot Disclosure and a Proxy Ballot, 
were distributed to CBOT Members on October 17, 2001 and are currently available
on the CBOT's intranet site, MemberNet.                                         

October 17, 2001  

Dear Fellow Members:                                                            

It is my privilege to present you with the enclosed Notice, Proxy Ballot        
Disclosure and Proxy Ballot, which relate to propositions designed to modernize 
certain aspects of the CBOT(R)'s corporate governance.  For the following       
reasons, these propositions are being submitted for your approval in advance of 
the anticipated membership vote on the CBOT restructuring:                      

.    The proposed CBOT(R) restructuring would include the establishment of an 
elected Board of Directors consisting of nine persons;                

.    the date of the anticipated membership vote on the restructuring proposal
     cannot yet be determined with certainty in view of the necessary regulatory
  approvals. However, this date reasonably may be expected to occur around
the end of 2001;                                                      

.    the CBOT Annual Election, predicated on the CBOT's existing governance   
provisions, also is scheduled to be held before the end of 2001 and is
   designed to elect a number of candidates in order to maintain an eighteen
person Board; and                                                     

.    the above-described circumstances of timing make it impractical for the  
 CBOT to conduct its 2001 Annual Election process in accordance with the
established schedule.                                                 

Based on these considerations, and on a recommendation from the Nominating      
Committee, the Board of Directors has adopted, approved and recommended for your
approval propositions, which would:                                             

    .    Allow the 2001 Annual Election to be postponed temporarily (to a date
no later than March 31, 2002);                              

   .    Allow for an Annual Election, to establish a nine-person Board by no
      later than March 31, 2002, if the membership has voted in a timely
manner in favor of the CBOT Restructuring proposal; and     

.    Allow for an Annual Election, to fill the normal vacancies on an 
 eighteen person Board by no later than March 31, 2002, if the
       membership has voted against the CBOT Restructuring proposal, or if
        the membership vote on the Restructuring proposal was not able to be
taken in a timely manner.                                   

(The propositions also include administrative provisions to clarify the Board of
Directors' discretion as to the timing of its meetings and other conforming     
changes.)                                                                       

I believe that these propositions represent a critical step towards achieving   
our goal of creating a more competitive Chicago Board of Trade.  I urge you to  
vote in favor of these propositions.                                            

       Very truly yours,

              /s/ Nickolas J. Neubauer

          Nickolas J. Neubauer
           Chairman of the Board

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
141 WEST JACKSON BOULEVARD  
CHICAGO, ILLINOIS  60604  

NOTICE OF SPECIAL MEETING 

   The board of directors of the Board of Trade of the City of Chicago, Inc.
(the "CBOT(R)") has called for a special meeting of the membership, to be held  
at 2:30 p.m., Central time on October 31, 2001 in the Visitor Center Theater,   
Fifth Floor of the CBOT's offices at 141 West Jackson Blvd., Chicago, Illinois  
60604 (the "Special Meeting"), for the purpose of conducting a membership vote  
on the following propositions, which are, in each case, described more fully in 
the enclosed Proxy Ballot Disclosure:  (1) amend and restate our Amended and    
Restated Certificate of Incorporation (the "Charter") in the form set forth as  
Appendix A to the Proxy Ballot Disclosure and (2) amend and restate our Amended 
----------                                                                      
and Restated Bylaws (the "Bylaws") in the form set forth as Appendix B to the   
                                                  ----------
Proxy Ballot Disclosure.  For your convenience, each of the forms set forth as  
appendices to the Proxy Ballot Disclosure are marked to show changes from the   
current Charter and Bylaws.                                                     

   This Notice and the enclosed Proxy Ballot Disclosure and Proxy Ballot are
being sent to holders of record of Full Memberships and Associate Memberships as
of October 16, 2001.                                                            

    We have enclosed a Proxy Ballot for your use in voting on the propositions
described above and in the Proxy Ballot Disclosure.  The Special Meeting and    
related Proxy Ballot solicitation will be conducted in accordance with our      
certificate of incorporation, bylaws and rules and regulations.  In connection  
with the Proxy Ballot solicitation, please note the following instructions:     

     1.  Mark the enclosed Proxy Ballot and provide your signature, printed name
and date, and enclose and seal the completed Proxy Ballot in the gold 
  envelope addressed to the Secretary.  The Proxy Ballot must be signed in
order to be effective.                                                

    2.  Print your name in the upper left-hand corner of the gold envelope and
deliver or mail it to the Secretary's Office.                         

Alternatively, you may submit your completed Proxy Ballot to the      
Secretary's Office by depositing the Proxy Ballot in the Ballot Box, which will 
be located in the Fourth Floor Lobby of the CBOT between the hours of 8:00 a.m. 
and 2:15 p.m. on October 31, 2001.  Returning your completed Proxy Ballot will  
not prevent you from voting in person at the Special Meeting if you are present 
and wish to vote.  Please note, however, that if you vote by Proxy Ballot, you  
will not need to attend the Special Meeting, or take any further action in      
connection with the proxy voting at the Special Meeting, because you already    
will have directed the Proxy how you wish to vote with respect to the           
proposition.  You may revoke your Proxy Ballot at any time before the Special   
Meeting by providing written notice to the Secretary or by submission of a      
later-dated Proxy Ballot.                                                       

   If you have any questions concerning this letter or the voting process on
this proposition, please do not hesitate to contact the Secretary's Office at   
(312) 435-3605.                                                                 

                     By order of the Board of Directors,

    /s/ Paul J. Draths

Paul J. Draths
October 17,  2001                Vice President and Secretary                   

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
141 WEST JACKSON BOULEVARD  
CHICAGO, ILLINOIS 60604 

PROXY BALLOT DISCLOSURE 

   The board of directors of the Board of Trade of the City of Chicago, Inc.
(the "CBOT(R)") has called for a special meeting of the membership, to be held  
at 2:30 p.m., Central time on October 31, 2001 in the Visitor Center Theater,   
Fifth Floor of the CBOT's offices at 141 West Jackson Blvd., Chicago, Illinois  
60604 (the "Special Meeting"), for the purpose of conducting a membership vote  
on the following propositions, which are, in each case, described more fully    
below:                                                                          

    .  amend and restate our Amended and Restated Certificate of Incorporation
       (the "Charter") in the form set forth as Appendix A to the Proxy Ballot
                          --------
Disclosure; and                                                 

    .  amend and restate our Amended and Restated Bylaws (the "Bylaws") in the
form set forth as Appendix B to the Proxy Ballot Disclosure.    
----------                  

For your convenience, each of the forms set forth as appendices hereto are      
marked to show changes from the current Charter and Bylaws.                     

     Unless both of these propositions are approved, neither of the propositions
will be completed.  To the extent these propositions are not approved in        
connection with this Special Meeting, we currently anticipate that a similar    
proposition, which will downsize the board of directors from 18 members to nine 
members, will be proposed as part of the anticipated membership vote in         
connection with the restructuring transactions (as defined below).              

  Full Members will be entitled to one vote for each Full Membership owned
and Associate Members will be entitled to one-sixth of one vote for each        
Associate Membership owned.  No other class of membership will be entitled to   
vote on these propositions.                                                     

    We have enclosed a Proxy Ballot for your use in voting on the propositions
described below. The Special Meeting and related Proxy Ballot solicitation will 
be conducted in accordance with our certificate of incorporation, bylaws and    
rules and regulations.                                                          

Background                                                                      

On January 26, 2001, the CBOT filed with the Securities and Exchange  
Commission (the "SEC") a Registration Statement on Form S-4 (as amended, the    
"Registration Statement"), which contains a proxy statement and prospectus that 
is intended to be used, upon being declared effective by the SEC, to solicit    
membership approval of a series of restructuring transactions, which we refer to
as the "restructuring transactions," that are designed to accomplish the        
following objectives:                                                           

.  demutualize our organization;                                      

.  modernize our corporate governance structure; and                  

.  reorganize and consolidate our electronic trading business.        

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Although we currently believe that the membership vote with respect to the      
restructuring transactions will occur before the end of this year, we cannot be 
assured of this timing in view of necessary regulatory approvals. In addition,  
even assuming membership approval of the restructuring transactions, there is   
additional uncertainty as to the likely timing of the implementation of the     
restructuring transactions in view of certain additional necessary regulatory   
approvals.  Accordingly, in order to accelerate our progress towards creating a 
more competitive organization, on October 16, 2001, the board of directors, upon
the recommendation of the nominating committee, approved two propositions that  
are designed to modernize our corporate governance structure in advance of the  
anticipated completion of the restructuring transactions and directed that such 
propositions be submitted to a vote of the membership of the CBOT.              

    In particular, the Proxy Ballot Disclosure and Proxy Ballot will seek your
approval on the following two propositions, which, in each case, are described  
more fully below:                                                               

.   an amendment and restatement of the CBOT's Charter, which would   
        facilitate the downsizing of the board of directors from 18 members to
      nine members following approval of the restructuring transactions by
the CBOT membership; and                                      

     .  an amendment and restatement of the CBOT's Bylaws, which would authorize
    the board of directors to delay the next annual election of the CBOT
   until no later than March 31, 2002, clarify the board of directors'
  discretion as to the timing of its meetings and make certain other
conforming changes.                                             

Delay of Next Annual Election                                                   

The Bylaws currently provide that the annual election of directors and
members of the Nominating Committee shall occur in December of each year (the   
"Annual Election").  In connection with certain proposed changes to the Charter 
described below, it is being proposed that the Bylaws be amended and restated in
order to provide the board of directors authority to delay the December 2001    
Annual Election of the CBOT until a later date that does not fall after March   
31, 2002.  It is currently expected that the next Annual Election would be held 
within 45 days following the membership vote to approve the restructuring       
transactions but, in any case, on or prior to March 31, 2002.                   

Reduction in Size of Board of Directors; Change in Terms of Office              

     In connection with the foregoing change, it is also being proposed that the
Charter be amended and restated to provide that, if the members approve the     
restructuring transactions (the "Required Approval"), the board of directors    
would be reduced in size from 18 members to nine members in connection with the 
next Annual Election following the required approval. In connection therewith,  
it is important to note that the membership vote on the restructuring           
transactions must occur on a date sufficiently in advance of March 31, 2002 to  
permit the nomination and election process for the upcoming Annual Meeting to be
conducted in accordance with the Charter and Bylaws. Currently, the Charter     
provides that the board of directors shall have 18 members, consisting of the   
following:                                                                      

   .  the Chairman of the Board, who is elected by the members to a two-year
term of office;                                                 

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    .  the Vice Chairman of the Board, who is elected by the members to a two-
year term of office;                                            

     .  the President and Chief Executive Officer, who is a non-voting member of
the board;                                                      

     .  nine Full Member directors, who are elected by the members to three-year
terms of office;                                                

     .  two Associate Member directors, who are elected by the members to three-
year terms of office; and                                       

    .  and four non-member "public" directors, who are elected by the board of
directors to four-year terms of office.                         

     As described above, if the Required Approval occurs, the board of directors
would be reduced in size from 18 members to nine members in connection with the 
next Annual Election, which would be held on or before March 31, 2002.  At such 
time the nine-member board of directors would consist of the following:         

.  the Chairman of the Board;                                         

.  five directors who are members of the CBOT;                        

.  two directors who are "independent;" and                           

.  one "at-large" director.                                           

Neither the at-large director nor the Chairman of the Board would be subject to 
any eligibility requirements or "qualifications."  The member directors (who    
could be Full Members, Associate Members, GIMs, IDEMs, or COMs) and the         
independent directors would be subject to specified qualifications.  In         
particular, the independent directors would generally be individuals who are not
employees or related to employees of the CBOT, do not accept material           
compensation from the CBOT (except fees for serving on the CBOT board of        
directors), do not have a material interest in a membership in the CBOT and do  
not have certain other affiliations with the CBOT.  The Nominating Committee    
would make the final determination of  eligibility for nomination for election  
to the board of directors.  It is currently expected that the President and     
Chief Executive Officer would be nominated to be elected as the at-large        
director in connection with the next Annual Election.                           

    If the Required Approval occurs, with the exception of the Chairman of the
Board, each director's current term would end in connection with the next Annual
Election.  Consistent with the board of directors action and membership vote    
taken in September and October of 2000 respectively, the position of the        
Chairman of the Board would be held from and after the next Annual Election     
until the Annual Election thereafter by the person who is Chairman of the Board 
immediately prior to the next Annual Election.  Accordingly, the members would  
not elect a new Chairman of the Board at the next Annual Election.  All         
directors other than the Chairman of the Board would be elected by the Full     
Members and Associate Members at the next Annual Election and all directors,    
including the Chairman of the Board, would take office immediately following    
that Annual Election and serve until the Annual Election thereafter.  There     
would be no term limits applicable to directors, including the Chairman of the  
Board.                                                                          

   If the Required Approval does not occur, the board of directors would not
---       
be reduced in size from 18 directors to nine directors in connection with the   
next Annual Election.  In such event, those directorships with terms that are   
currently scheduled to expire in connection with the next Annual Election would 
be filled at such Annual Election.                                              

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In the event the Required Approval does occur and the restructuring   
transactions are completed as described in the Registration Statement, we       
currently expect that the board of directors would either (i) remain a nine-    
member board of directors to the extent the board of directors is reduced in    
size in connection with the approval and implementation of the propositions     
described above or (ii) be downsized from 18 members to nine members shortly    
after completion of the restructuring transactions to the extent the            
propositions described above are not approved and implemented.                  

   Importantly, approval by the board of directors and the membership of the
propositions to downsize the board of directors would have no effect on the size
or composition (including the terms of current members) of the nominating       
committee or the process by which members of the CBOT may nominate persons by   
petition to be elected as directors.  Accordingly, if the Required Approval     
occurs, it is anticipated that the current nominating committee would nominate  
the eight persons to be elected as directors on the nine-member board of        
directors in connection with the next Annual Election.  However, if the Required
Approval does not occur it is anticipated that the current nominating committee 
---                                                 
would nominate persons to be elected to fill those directorships on the 18-     
member board of directors with terms that are currently scheduled to expire in  
connection with the next Annual Election.                                       

In the event the Required Approval does occur and the restructuring   
transactions are completed as described in the Registration Statement, we       
currently expect that the nominating committee would be reconstituted as a board
committee, comprised solely of members of the board of directors, or,           
alternatively, as a non-board committee, comprised of members of the board of   
directors and/or members of the exchange. It is important to note that in the   
event the nominating committee is reconstituted as a non-board committee, as a  
matter of Delaware law, nominations made by such committee must be approved by  
the board of directors.                                                         

  In connection with the changes described above, it is also proposed that
the Charter and Bylaws be amended and restated in order to clarify that meetings
of the board of directors may occur at such times as the board of directors may 
determine and to make certain additional conforming changes necessary to        
implement the changes described above.                                          

Matters To Be Approved; Vote Required                                           

Full Members and Associate Members are being asked to approve the     
propositions described in this document, including the approval and adoption of:

    .  an amendment and restatement of our Amended and Restated Certificate of
    Incorporation, in the form set forth as Appendix A to this document,
                          ----------
       which would facilitate the downsizing of the board of directors from 18
members to nine members following approval of the restructuring 
transactions by the CBOT membership; and                        

    .  an amendment and restatement of our Amended and Restated Bylaws, in the
        form set forth as Appendix B to this document, which would authorize the
----------                  
      board of directors to delay the next annual election of the CBOT until
        no later than March 31, 2002, clarify the board of directors' discretion
  as to the timing of its meetings and make certain other conforming
changes.                                                        

     Unless both of these propositions are approved, neither of the propositions
will be completed. The propositions being submitted for your approval will be   
approved if Full                                                                

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Members and Associate Members, voting together as a single class based upon     
their respective voting rights, cast at least 300 votes at the special meeting, 
in person or by proxy ballot, and at least a majority of the votes cast are in  
favor of both of the propositions being submitted for their approval in         
connection with this Proxy Ballot solicitation. Full Members will be entitled to
one vote for each Full Membership owned and Associate Members will be entitled  
to one-sixth of one vote for each Associate Membership owned. No other class of 
membership will be entitled to vote on the propositions described in this       
document.                                                                       

Board Recommendation                                                            

Our board of directors has determined that the two propositions being 
submitted for your approval are advisable and in the best interests of the CBOT 
and its members. Our board of directors has adopted and approved each of these  
propositions and recommends that you vote "FOR" approval of both of the         
propositions being submitted for your approval in connection with this Proxy    
Ballot solicitation.                                                            

                            /s/ Paul J. Draths

                        Paul J. Draths
                                      Vice President and Secretary
October 17, 2001                                                                

*   *   *   * 

The CBOT urges you to read the Registration Statement on Form S-4, including the
proxy statement/prospectus contained within the Registration Statement,         
regarding the CBOT restructuring, when it becomes available, as well as the     
other documents that the CBOT has filed or will file with the SEC, because they 
contain or will contain important information.  CBOT members and membership     
interest holders may obtain a free copy of the proxy statement/prospectus, when 
it becomes available, and other documents filed by the CBOT at the Commission's 
website at www.sec.gov, or from the CBOT by directing such request in writing or
by telephone to: Board of Trade of the City of Chicago, Inc., 141 W. Jackson    
Blvd., Chicago, Illinois 60604, Attention: Office of the Secretary, Telephone:  
(312) 435-3605, Facsimile: (312) 347-3827.  This communication shall not        
constitute an offer to sell or the solicitation of an offer to buy, nor shall   
there by any sale of securities in any state in which offer, solicitation or    
sale would be unlawful prior to registration or qualification under the         
securities laws of any such state.  No offering of securities shall be made     
except by means of a prospectus meeting the requirements of Section 10 of the   
Securities Act of 1933, as amended.                                             

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                                                                      Appendix A
                                                                      ----------

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 

        FIRST:  The name of the corporation is Board of Trade of the City of
-----                                                       
Chicago, Inc. (hereinafter referred to as the "Corporation").                   

       SECOND:  The address of the registered office of the Corporation in
------                                                      
the State of Delaware is 9 East Loockerman Street, in the City of Dover, County 
of Kent, Delaware 19901. The name of the registered agent of the Corporation at 
such address is National Registered Agents, Inc.                                

     THIRD:  The nature of the business or purposes to be conducted or
-----                                                       
promoted by the Corporation are:                                                

        (a)  to maintain a commercial exchange; to promote uniformity in the
customs and usages of merchants; to inculcate principles of justice and equity  
in trade; to facilitate the speedy adjustment of business disputes; to acquire  
and disseminate valuable commercial and economic information; and, generally, to
secure to its members the benefits of cooperation in the furtherance of their   
legitimate pursuits; and                                                        

(b)  to engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of 
Delaware (the "DGCL").                                                          

          FOURTH:  The Corporation is not for profit and shall have no authority
------                                                      
to issue capital stock.  Any amendment, alteration or repeal of this Article    
FOURTH shall require the approval of the Board of Directors and the affirmative 
vote of the members in accordance with Exhibit A to this Amended and Restated   
       ---------
Certificate of Incorporation (including all exhibits, the "Certificate of       
Incorporation"), which exhibit shall be a part hereof.                          

       FIFTH:   The terms and conditions of membership in the Corporation,
-----                                                       
including, without limitation, the rights and obligations, including trading    
rights and privileges, of members (full, associate or otherwise), member firms, 
membership interest holders, delegates and all categories and classes of        
memberships and other interests in the Corporation, shall be as provided in or  
pursuant to this Certificate of Incorporation, Exhibit A hereto and the bylaws  
                       ---------
of the Corporation (including all provisions incorporated therein by reference, 
the "Bylaws").  Each person or entity that held any membership or other interest
in the Board of Trade of the City of Chicago, an Illinois not-for-profit        
corporation ("Old CBOT"), immediately prior to the merger of Old CBOT with and  
into the Corporation (the "Merger"), shall hold such membership or other        
interest in the Corporation immediately following the Merger, subject to this   
Certificate of                                                                  

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Incorporation and the Bylaws, Rules and Regulations (each as hereinafter        
defined) of the Corporation.                                                    

        This Certificate of Incorporation and the Bylaws may be amended from
time to time to provide for one or more additional classes of members,          
membership or other interests, with such terms and conditions, including,       
without limitation, rights and obligations, including trading rights and        
privileges, voting rights (or no voting rights), and other qualifications and   
powers, some or all of which may vary as between classes, as may be provided for
herein or in the Bylaws.  Any such amendment to this Certificate of             
Incorporation shall require the approval of the Board of Directors and the      
affirmative vote of the members in accordance with Exhibit A hereto.            
                               ---------

     SIXTH:  (a)  The business and affairs of the Corporation shall be
-----                                                       
managed by or under the direction of a governing body to be known as the Board  
of Directors.                                                                   

            ***   (b)  Except as otherwise provided in Article Sixth (c) of this
Certificate of Incorporation, the Board of Directors shall be comprised of the  
following  ***  eighteen members (all of whom may be referred to hereinafter as 
*** "Directors"):                                                               

(1) the Chairman of the Board; ***                

(2) the *** Vice Chairman of the Board;           

             (3) the President of the Corporation (who shall be a non-voting
Director);                                                                      

               (4)  ***  nine elected Directors who shall be Full Members of the
Corporation and of whom at least  ***  two shall be  ***  non-resident (defined 
for purposes of this provision as a person whose ordinary place of business or  
occupation is located more than fifty miles from the Court House of Cook County,
Illinois); ***                                                                  

(5) four non-member Directors; and                

              (6) Directors who shall be Associate Members of the Corporation.

          (c)  On and after the first Annual Election (as defined in the Bylaws)
following membership approval of a restructuring of the Corporation pursuant to 
which                                                                           

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members will receive stock issued by the Corporation or a holding company that  
holds, directly or indirectly, a membership or other interest in the Corporation
(the "Required Approval"), the Board of Directors shall be comprised of the     
following nine members (all of whom may be referred to hereinafter as           
"Directors")                                                                    

            (1) one Director who shall serve as the Chairman of the Board;

              (2) one Director who shall not be subject to any qualifications;

             (3) five Directors who shall be members of the Corporation; and

            (4) two Directors who shall be "independent directors" as that
term is defined in Section 6 of Exhibit B to this Certificate of Incorporation. 

     The provisions of this Article Sixth (c) shall be of no force and
effect unless and until the Required Approval occurs.                           

   (d)  The terms of office of such Directors, the manner of their
nomination, election or appointment, and other terms and conditions of their    
service shall be as provided herein and in Exhibit B to this Certificate of     
               ---------
Incorporation, which exhibit shall be a part hereof, and in the Bylaws.         
***                                                                             

       SEVENTH: The Corporation shall have Bylaws, which shall include the
-------                                                     
Rules of the Corporation (the "Rules"), relating to the business of the         
Corporation, the conduct of its affairs, and its rights or powers or the rights 
or powers of its members and other interest holders, Directors, officers,       
employees, agents or other persons having dealings with the Corporation.  The   
Rules shall be set forth in, or incorporated by reference into, the Bylaws and  
shall be a part thereof.  The Bylaws and the Rules may be adopted, amended or   
repealed by the membership in the manner provided in this Certificate of        
Incorporation and Exhibit A hereto. The Board of Directors may adopt, amend or  
---------                                   
repeal Regulations of the Corporation (the "Regulations") not in conflict with  
the Rules, which shall have the binding effect of Rules.  By majority vote, the 
Board of Directors may delegate, to particular committees as designated by the  
Board, the power to adopt, amend or repeal Regulations. Applicants for          
membership and any person or entity holding any membership or other interest in 
the Corporation shall be required to sign a written agreement to observe and be 
bound by this Certificate of Incorporation and the Bylaws, Rules and Regulations
of the Corporation, as each may be amended from time to time.                   

          EIGHTH:  Any person or entity holding any membership or other interest
------                                                      
in the Corporation shall hold such membership or interest subject to this       
Certificate of Incorporation and the Bylaws, Rules and Regulations of the       
Corporation, as each may be amended from time to time, and shall be required to 
comply with all requirements hereof and thereof, including, without limitation, 
the requirements relating to proceeds of membership set forth in Rule 252.00 (as
the same may be amended from time to time).                                     

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         NINTH:    The Merger of Old CBOT with and into this Corporation shall
-----                                                       
have no effect on any rights related to the Chicago Board Options Exchange,     
Incorporated, including, without limitation, the rights provided in Rule 210.00 
(as the same may be amended from time to time), held by any person or entity    
holding any membership or other interest in the Corporation.                    

          TENTH:    A Director of the Corporation shall not be personally liable
-----                                                       
to the Corporation or its members for monetary damages for breach of fiduciary  
duty as a Director, except for liability (i) for any breach of the duty of      
loyalty to the Corporation or its members, (ii) for acts or omissions not in    
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which such
Director derived an improper personal benefit.  If the DGCL is amended to       
authorize corporate action further eliminating or limiting the personal         
liability of directors or members of the governing body of a non-stock          
corporation, then the liability of such Director shall be eliminated or limited 
to the fullest extent permitted by the DGCL, as so amended.  Any repeal or      
modification of this provision shall not adversely affect any right or          
protection of a Director existing at the time of such repeal or modification.   
For purposes of this Article, the term "Director" shall, to the fullest extent  
permitted by the DGCL, include any person who, pursuant to this Certificate of  
Incorporation, is authorized to exercise or perform any of the powers or duties 
otherwise conferred upon a board of directors by the DGCL.                      

        ELEVENTH: The provisions of this Certificate of Incorporation may be
--------                                                    
amended, altered or repealed from time to time in accordance with Delaware law, 
provided that any such amendment, alteration or repeal must be approved by the  
membership in the manner set forth herein and in Exhibit A hereto.              
                           ---------

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EXHIBIT A 

MEMBERSHIP  
----------  

       The rights of members and other interest holders in the Corporation
shall be subject to the following provisions:                                   

 Section 1. Terms and Conditions of Membership.  The terms and
---------  ----------------------------------               
conditions of membership in the Corporation, including, without limitation, the 
rights and obligations, including trading rights and privileges, of members     
(full, associate or otherwise), member firms, membership interest holders,      
delegates and all categories and classes of memberships and other interests in  
the Corporation, shall be as provided in the Certificate of Incorporation and   
this Exhibit A, and in the Bylaws, Rules and Regulations of the Corporation, as 
---------                                                             
each may be amended from time to time.                                          

          Section 2. Election Procedures. Members shall vote to elect persons to
---------  -------------------                              
serve on the Board of Directors and Nominating Committee as follows. The        
election of such persons shall be in charge of tellers appointed by the Chairman
of the Board. If the Chairman of the Board appoints as teller a non-member      
employee of a member, the member shall require such employee to serve as teller 
upon the established terms. All votes shall be cast by secret ballot. No member 
shall vote who is not in good standing with the Corporation. Members may vote by
mail in the *** Annual Election in the manner prescribed in Section 4 of this   
                                                 ---------
Exhibit A. The portions of ballots on which votes are cast for Directors and on 
---------                                                                       
which votes are cast for the Nominating Committee shall be rejected unless such 
portions are marked for a full ticket. The tellers shall receive the ballots and
place the same in the ballot box, and shall keep a list of the members voting.  
After the election, the tellers shall count the ballots and report to the       
Chairman of the Board the names of the persons elected. The ballots shall be    
preserved for one month, and, upon request of any interested party, the Board   
may verify the correctness of the returns.                                      

       Section 3. Vote Necessary. The vote required at the Annual Election
---------  --------------                                   
for the choice of elective offices shall be as specified in this Section.       

         (a)  Chairman and Vice Chairman of the Board. A majority of all votes
cast shall be necessary to elect a Chairman of the Board and to elect a Vice    
Chairman. If no candidate received a majority vote for Chairman of the Board or 
for Vice Chairman at the Annual Election, another ballot shall be taken fifteen 
days later; and if again there shall be a failure to elect, a third ballot shall
be taken on the fifteenth following day, when a plurality shall elect.          
(11/01/00)                                                                      

          (b)  Directors. A plurality of votes shall elect the Directors who are
required to be Full Members of the Corporation; provided, however, that if none 
of the candidates for such offices receiving a plurality of votes is a non-     
resident member, the non-resident candidate receiving the largest vote as among 
all non-resident candidates shall be elected Director, in lieu of the resident  
candidate receiving the lowest winning plurality. A plurality of votes shall    
elect the Directors who are required to be Associate Members of the Corporation.

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  (c) Other Elective Offices.  For all other elective offices, a
plurality of votes shall elect.                                                 

          Section 4. Voting by Mail. At the Annual Election and at all balloting
---------  --------------                                   
on propositions submitted to a vote of the members, members may vote by mail by 
delivering a proxy to the Secretary of the Corporation, or any other person or  
persons designated by the Board of Directors for these purposes (collectively,  
the "Proxy"), in the manner hereafter provided.  At least ten days prior to the 
balloting, the Proxy shall send to each member (1) a proxy ballot (a "Proxy     
Ballot") with which the member can appoint the Proxy as proxy and direct the    
Proxy how to vote; and (2) a copy of the proposition(s) on which a vote is to be
taken.  Any member who so desires may mark and execute the Proxy Ballot and     
deliver or mail it to the Proxy.  The Proxy shall deliver all such Proxy Ballots
to the tellers in charge of the balloting, and the tellers shall indicate which 
members have submitted Proxy Ballots.  The Proxy shall cast one or more ballots 
to vote, as proxy, as directed in the Proxy Ballots.  No ballots received after 
the polls have closed shall be counted.                                         

         The latest dated Proxy Ballot of a given member delivered or received
by mail shall be the Proxy Ballot followed by the Proxy with respect to such    
member.  A member can revoke a Proxy Ballot by voting in person.                

         Section 5.  Amendment of Bylaws.  New Bylaws and Rules may be adopted
---------   -------------------                             
and existing Bylaws and Rules may be amended or repealed by the membership.     
Proposed amendments may be recommended by the Board of Directors and, upon such 
recommendation, the Chairman of the Board shall call for a special meeting of   
the membership to be held not less than ten days or more than sixty days after  
the proposed amendment shall have been posted upon the bulletin board (which    
shall not be later than the date Proxy Ballots are sent to each member) and     
notice thereof shall have been sent to the members.  All votes shall be cast by 
Proxy Ballot pursuant to Section 4 of this Exhibit A or otherwise in person or  
---------         ---------   
by proxy.  For such proposed amendment to be approved, at least 300 votes must  
be cast, with at least a majority of such votes being cast in favor of the      
amendment; if less than 300 votes are cast, such proposal shall be resubmitted  
to the membership in accordance with the procedures set forth in this Section 5 
                                                                     ---------
of this Exhibit A.  If twenty-five members or more petition for a special       
---------                                                       
meeting for the purpose of voting upon any proposed amendment, the Board of     
Directors, within thirty days or at the next regular Board of Directors meeting,
whichever is sooner, shall either approve and recommend the proposed amendment  
and call for a special meeting to vote upon such amendment, or report to the    
petitioners the reason for its disapproval.  If, within thirty days after such  
disapproval, one hundred members or more petition for a special meeting for the 
purpose of voting upon such proposed amendment, a special meeting shall be      
called for in accordance with the procedures set forth in this Section 5 of this
                                                       ---------
Exhibit A as though the proposed amendment had been recommended by the Board of 
---------                                                                       
Directors.                                                                      

A petition for a special meeting for the purpose of voting upon an amendment    
which in the opinion of the Board of Directors involves the same or             
substantially the same subject matter as has been submitted to a vote of the    
membership at a special meeting at which at least 300 votes were cast at any    
time within the twelve months immediately preceding the receipt of such         

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petition by the Board of Directors shall require the signatures of at least one 
hundred members. The Board of Directors shall within thirty days or at the next 
regular Board of Directors meeting, whichever is sooner, either approve and     
recommend the proposed amendment and call for a special meeting to vote upon    
such amendment, or report to the petitioners the reason for its disapproval. If,
within thirty days after such disapproval, two hundred and fifty members or more
petition for a special meeting for the purpose of voting upon such proposed     
amendment, a special meeting shall be called for in like manner as though the   
proposed amendment had been recommended by the Board of Directors and, for such 
amendment to be approved, at least 300 votes must be cast, with at least two-   
thirds of such votes being cast in favor of such amendment.                     

Every petition for amendment shall be signed and dated by each petitioning      
member.  It shall be considered an act detrimental to the welfare of the        
Corporation for any member to sign a petition for a special meeting for the     
purpose of a vote on an amendment despite disapproval of such amendment by the  
Board of Directors unless and until the Board of Directors shall actually have  
disapproved submission of such amendment.                                       

      Section 6. Amendment of Amendment of Bylaws.  During the period of
---------  --------------------------------                 
posting of an amendment in accordance with Section 5 of this Exhibit A, such    
                                 ---------         ---------
amendment may be amended at a special meeting held for that purpose if the      
amendment to the proposed amendment is approved in a vote of the membership in  
which at least 300 votes are cast and at least a majority of such votes are cast
in favor of the amendment to the proposed amendment.  If the proposed amendment 
is thus amended, the amended amendment shall then be posted for at least ten    
days before submission to the membership for vote at a special meeting.         

       Section 7. Other Propositions For Vote By Members.  Any proposition
---------  --------------------------------------           
which the Board of Directors orders submitted to a vote of the members may be so
submitted in accordance with the provisions of this Section 7 of this Exhibit A,
                                                   ---------         ---------
unless provision for such a submission is specifically provided by some other   
provision of the Certificate of Incorporation or Bylaws.  Such a proposition may
be an amendment to the Corporation's Certificate of Incorporation, or may be any
other proposition which by law or by the Bylaws or by the Regulations or by     
order of the Board of Directors for any other reason is required to be so       
submitted to a vote of the members.  Any number of propositions not exceeding   
five may be submitted concurrently to such a vote of the members.               

        In submitting any proposition to a vote of the members, the Board of
Directors shall adopt a resolution setting forth such proposition, recommending 
its adoption and ordering it to be submitted to a vote at a special meeting of  
the members.  Thereupon, the Chairman of the Board shall cause such proposition 
to be posted upon the bulletin board of the Corporation and shall call for a    
special meeting upon the proposition on a day to be fixed by the Chairman of the
Board, which shall not be less than ten days or more than sixty days after the  
proposition shall have been posted upon the bulletin board.  A notice of the    
date and time of such special meeting shall be given by mail to each member at  
least ten days in advance of the date upon which such vote is to be taken.  Such
notice may be accompanied by a letter from the Chairman of the Board in such    
form and with such content as the Board of Directors shall approve.  A form of  
Proxy Ballot setting forth the proposition(s) to be voted upon and providing an 
appropriate space for use by the member in voting "for" or "against" the        
proposition shall be supplied to each member.                                   

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         Any such proposition thus submitted to a vote of the members shall be
deemed adopted if at least 300 votes shall have been cast in the special meeting
and a majority of the votes thus cast shall have been in favor of the adoption  
of the proposition.                                                             

         Section 8.  Voting Rights.  Each Full Member shall be entitled to one
---------   -------------                                   
vote on all matters that are subject to a vote of the general membership.  Each 
Associate Member shall be entitled to one-sixth (1/6) of one vote on all matters
that are subject to a vote of the general membership.  Until surrendered for an 
Associate Membership, no one-half (1/2) participations or multiples thereof,    
shall have any voting rights.  In addition, except as otherwise provided herein,
no other *** member or Membership Interest holder (as defined in the Rules)     
shall have any voting rights.                                                   

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EXHIBIT B 

BOARD OF DIRECTORS  
------------------  

       The Board of Directors shall be subject to the provisions set forth
below:                                                                          

         Section 1. Chairman of the Board.  The Chairman of the Board shall be
---------  ---------------------                            
the presiding officer of all membership and Board of Directors meetings and     
shall exercise such powers and perform such duties as generally appertain to    
that office.  Subject to the approval of the Board of Directors, he may appoint 
special committees and all other committees where the method of appointment is  
not otherwise provided for, and may temporarily fill any vacancy in any         
appointive office other than  ***  non-member Director.                         

   Section 2. Vice Chairman.  ***  Until the first Annual Election
---------  -------------                                    
following the Required Approval, the Vice Chairman of the Board ("Vice          
Chairman") shall perform the duties of the Chairman of the Board in his absence 
or disability. In the absence or disability of the Chairman of the Board and, to
the extent the Vice Chairman remains an elective office, the Vice Chairman, the 
Board of Directors may choose temporarily an Acting Chairman of the Board.      
***                                                                             

 Section 3. President.  (1) The Board of Directors may elect a
---------  ---------                                        
President of the Corporation, who shall be a non-member, by the affirmative vote
of at least two-thirds of the full Board of Directors; (2) the Board of         
Directors is expressly authorized, by such affirmative vote, to fix the         
compensation of such President, to prescribe the duties to be performed by him  
and to prescribe a tenure of office which tenure shall be subject to termination
for good cause or otherwise, by a vote of not less than two-thirds of the full  
Board of Directors; and (3) the Board of Directors is expressly authorized to   
delegate to the President full power to carry on the day-to-day activities of   
the Corporation, reserving to itself in such case the authority to review the   
activities of the President and to determine the policies of the                
Corporation.                                                                    

        Section 4. President's Duties.  (1) The President shall be the Chief
---------  ------------------                               
Executive Officer of the Corporation responsible to the Board of Directors for  
the management and administration of its business affairs; (2) he shall serve as
chief liaison between the Corporation and the public, including federal, state  
and local government agencies; (3) he shall be a non-voting Director of the     
Corporation and a non-voting member of the Executive Committee and shall be     
included for purposes of determining whether a quorum of the Board of Directors 
or the Executive Committee is achieved; (4) he shall be an ex officio non-voting
member of all appointed and special committees of the Corporation of which he is
not a regular member; (5) he shall employ such subordinate administrative       
personnel as he may determine from time to time are required for the efficient  
management and operation of the Corporation, and shall establish the            
qualifications, duties and responsibilities of all subordinate administrative   
personnel; (6) subject to the approval of the Board, he shall fix the           
compensation, terms and conditions of employment of all subordinate             
administrative personnel, and may terminate the employment of such personnel;   
(7) he shall supervise the activities of the Departments of the Corporation; (8)
he shall execute all contracts on behalf of the Corporation; (9) he shall not   
engage in any other                                                             

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business during his incumbency as President, nor shall he trade for his own     
account or for the account of others in any commodity which is traded on the    
Board of Trade of the City of Chicago; and (10) by his acceptance of the office 
of President, he shall be deemed to have agreed and he shall have agreed to     
uphold the Certificate of Incorporation and Bylaws, and the Rules, Regulations  
and Interpretations, of the Corporation. The Board may confer upon the President
such other and additional rights and responsibilities as it may deem warranted; 
provided, however, that the Board shall not confer upon the President the power 
to formulate the policies of the Corporation or to take disciplinary action,    
arbitrate disputes or adjust claims against members except in his capacity as   
Director upon review of such matters.                                           

Section 5. Tenure of Office.                                
---------  ----------------                                 

       (a) Except as otherwise provided in Section 5(b) of this Exhibit B,
the following provisions relating to tenure of office shall apply:              

             (1) The term of office of the  ***  Chairman of the Board and the
Vice Chairman of the Board shall  ***  commence immediately following the Annual
Election (as defined in the Bylaws) at which he or she is elected and will      
expire at the second Annual Election thereafter. The term of office of each     
elected Director shall commence immediately following the Annual Election at    
which he or she is elected and will expire at the third Annual Election         
thereafter, except as provided in Section 7 of this Exhibit B. In addition, each
               ---------         ---------
non-member  ***  Director shall be nominated and appointed pursuant to Section  
                                                                     -------
***  5(a)(4) of this Exhibit B. The term of the office of each non-member       
-------                                                               
Director shall  ***  commence immediately following the Annual Election  ***    
designated by the Board as the beginning of his or her term of office and will  
expire at the fourth Annual Election thereafter.                                

              (2) If a vacancy occurs in the office of non-member Director, such
vacancy will be filled by a successor nominated and approved pursuant to Section
                                                                         -------
5(d) of this Exhibit B.  The successor non-member Director will take office at  
----         ---------                                                          
the meeting following approval and shall hold office for the remainder of the   
applicable four-year term.                                                      

         (3) Beginning with the candidates elected at the First Annual
Election following the adoption of the provisions set forth in Section 5(c) of  
this Exhibit B, No member shall be elected by the  ***  members of the          
Exchange Corporation to more than:                                              

    -  Three consecutive two-year terms as Chairman of the Board; or

         -  Three consecutive two-year terms as Vice Chairman of the Board; or

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-  Two consecutive three-year terms as elected Director.    

    The foregoing term limits shall apply separately and distinctly to each of
     the specified elective offices (i.e.-, Chairman of the Board, Vice Chairman
of the Board, and elected Director). In addition, any terms served in 
     substantially the same office with predecessors to the Corporation shall be
     counted for purposes of the foregoing term limits. A member who has reached
     a consecutive term limit in any one of the specified elective offices shall
    not thereby be ineligible for election to any other elective office on the
Board. ***                                                            

      (4)  ***  The names of all candidates for the non-member
 Directors' positions shall be submitted to the Corporation's Nominating
 Committee. It will be the responsibility of the Nominating Committee to
 review the qualifications of the candidates and present to the Board of
Directors the names of those candidates which the Nominating Committee
   believes are best qualified to serve on the Board of Directors. The Board
of Directors will elect candidates from among those submitted by the  
Nominating Committee which the Board of Directors believes are best   
qualified to serve the *** membership.                                

      (b)  On and after the first Annual Election following the Required
   Approval, the provisions of Section 5(a) shall be of no further force and
effect and the following provisions relating to tenure of office shall
apply:                                                                

          (1)  Except as otherwise provided in Section 5(b)(2) of this
 Exhibit B, the term of each Director in office immediately prior to the
first Annual Election following the Required Approval shall expire in 
connection with such Annual Election.                                 

              (2)  Notwithstanding anything else set forth in this Certificate
  of Incorporation, the position of the Chairman of the Board shall not be
  elected at the first Annual Election following the Required Approval but
   rather shall be held by the person who held the office of the Chairman of
the Board immediately prior to the first Annual Election following the
Required Approval.                                                    

          (3)  Except as otherwise provided in Section 5(b)(4) of this
Exhibit B, each Director elected in connection with the first Annual  
     Election following the Required Approval or thereafter shall have a term of
office that will commence immediately following the Annual Election at
 which he or she is elected and will expire at the first Annual Election
    following such Director's election.  There shall be no limit to the number
of terms a Director may serve on the Board of Directors.              

     (c) If a vacancy occurs in any elective office due to death, resignation or
other reason, such vacancy may be filled by a successor elected by the Board of 
Directors to serve until the next Annual Election or until his or her successor 
is elected and qualified. If                                                    

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any Director shall absent himself without an excuse from six consecutive regular
meetings of the Board of Directors, his or her office may be declared           
vacant.                                                                         

          (d)  For purposes of this Certificate of Incorporation, the "Effective
  Time" shall mean the effective time of this amendment and restatement of
     the Certificate of Incorporation to be filed with the Secretary of State of
the State of Delaware in connection with the modernization of certain 
     aspects of the Corporation's corporate governance structure, including, but
  not limited to, the possible reduction in size of the Board of Directors
from 18 directors to nine directors.                                  

Section 6. Qualifications for Elective  ***  Office.        

---------  ----------------------------------------         

              (a)  No person shall be a candidate for a non-resident Full Member
Directorship as defined in Article SIXTH of the Certificate of Incorporation    
unless that person:                                                             

               (1)  Has been a Full Member for at least three months immediately
preceding the deadline for petition candidacy as specified in the Bylaws;       

             (2)  Remains a Full Member thereafter through and including his
election; and                                                                   

(3)  Has prior experience in the futures industry.

     (b)  No person shall be a candidate for any other Directorship or
elective office required to be filled by a *** member unless that person is a   
*** member at the time of standing for election and has been a *** member of the
***  Corporation for at least one year next preceding his election.             
Notwithstanding the foregoing, to the extent a candidate for director is        
required to be a Full Member, such candidate may count time as an Associate     
Member towards such one year obligation .                                       

         (c) All Directors and members of the Nominating Committee required to
be Full Members, which include the Chairman of the Board and Vice Chairman of   
the Board elected prior to the Required Approval, or Associate Members of the   
Corporation, shall remain as such throughout their terms. All Directors and     
members of the Nominating Committee shall be referred to as the "elective       
officers." Notwithstanding the above, a Director who is required to be  ***  an 
Associate Member  ***  and has completed at least one and one-half years of     
his/her current term of office may continue in that office of Director for the  
remainder of that term provided that such Director continuously remains either  
an Associate Member of the *** Corporation or a Full Member of the              
Corporation.                                                                    

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          (d)  Individual delegates of memberships who do not separately hold in
their own name a membership of the appropriate class are not eligible to be an  
elective officer as defined in Section  6(d) of this Exhibit B.  Members shall  
not be ineligible for elective office or for committee appointments based on    
their having delegated their memberships.                                       

(e)  For purposes of Article Sixth(c) of this Certificate of
Incorporation, "independent director" means a person other than an officer or   
employee of the Corporation or its subsidiaries or any other individual having a
relationship, which, in the sole and absolute discretion of the Board of        
Directors, or in the case of a nominee, the Nominating Committee, would         
interfere with the exercise of independent judgement in carrying out the        
responsibilities of a Director.  The following persons shall not be considered  
independent:                                                                    

     (1)  a Director who is a member of, or employed by, the
 Corporation or any of its affiliates for the current year or any of the
past three (3) years;                                                 

               (2)  a Director who accepts any compensation from the Corporation
  or any of its affiliates in excess of $60,000 during the previous fiscal
year, other than compensation for board service, benefits under a tax-
qualified retirement plan, or non-discretionary compensation, or who  
     primarily performs services for the Corporation in a capacity other than as
a member of the Board of Directors;                                   

           (3)  a Director who is a member of the immediate family of an
    individual who is, or has been in any of the past three years, employed by
     the Corporation or any of its affiliates as an executive officer. Immediate
    family includes a person's spouse, parents, children, siblings, mother-in-
     law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-
law and anyone who resides in such person's home;                     

               (4)  a Director who is a partner in, or a controlling stockholder
   or an executive officer of, any for-profit business organization to which
     the Corporation made, or from which the Corporation received, payments that
exceed 5% of the Corporation's or business organization's consolidated
     gross revenues for that year, or $200,000, whichever is more, in any of the
past three years;                                                     

               (5)  a Director who is employed as an executive of another entity
where any of the Corporation's executives serve on that entity's      
compensation committee; and                                           

            (6) a Director who is an officer, principal (as defined in the
   Commodity Exchange Act and applicable Regulations promulgated thereunder)
   or employee of a firm, which holds a membership either in its own name or
through an employee on behalf of the firm.                            

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Section 7.  Elective Officers.                              
---------   -----------------                               

     (a)  Unless and until the Required Approval occurs, the following
provisions shall apply:                                                         

            (1)  At the first Annual Election following the Effective Time
***  and at every second Annual Election thereafter, the  ***  members of the   
***  Corporation shall elect as an officer a Vice Chairman of the Board.        

            (2)  ***  At the first Annual Election following the Effective
Time and at every third Annual Election thereafter, the members of the          
Corporation  ***  shall elect the following as officers:  ***  three Directors  
who shall be Full Members (including at least one non-resident as defined in    
Article SIXTH of the Certificate of Incorporation), and one Director who shall  
be an Associate Member (and who shall not be a non-resident member as defined in
Article SIXTH of  ***  this Certificate of Incorporation),                      

            (3)  ***  At the first Annual Election following the Effective
     Time, the members of the Corporation also shall elect, for a two-year term,
one Director who shall be a Full Member,  ***  and a non-resident as  
defined in Article SIXTH of  ***  this Certificate of Incorporation,  

             (4)  ***  At the second Annual Election following the Effective
 Time and at every second Annual Election thereafter, the members of the
Corporation shall elect as an officer a Chairman of the Board,        

             (5)  ***  At the second Annual Election following the Effective
  Time and at every third Annual Election thereafter, the  ***  members of
the  ***  Corporation shall elect the following as officers: Three    
     Directors who shall be Full Members (including at least one non-resident as
   defined in Article SIXTH of  ***  this Certificate of Incorporation), one
Director who shall be an Associate Member (and who shall not be a non-
resident member as defined in Article SIXTH of the Certificate of     
Incorporation),                                                       

(6)  ***  At the                                  

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second Annual Election following the Effective Time, the members of   
 the Corporation also shall elect, for one year terms, two Directors who
shall be Full Members.                                                

             (7)  At the  ***  third Annual Election following the Effective
  Time and at every third Annual Election thereafter, the  ***  members of
the  ***  Corporation shall elect the following as officers: Three    
     Directors who shall be Full Members (including at least one non-resident as
defined in Article SIXTH of the Certificate of Incorporation)  ***.   

          (b)  The following provisions shall apply whether or not the
Required Approval has occurred:                                       

            (1)  At the first Annual Election following the Effective Time
     and at every third Annual Election thereafter, the members of the
    Corporation shall elect as officers one member of the Nominating
         Committee who shall be a Full Member and one member of the Nominating
Committee who shall be an Associate Member.                 

             (2)  At the first Annual Election following the Effective Time,
        the members of the Corporation shall elect as an officer, for a two-
         year term, one member of the Nominating Committee who shall be a Full
Member.                                                     

             (3)  At the second Annual Election following the Effective Time
     and at every third Annual Election thereafter, the members of the
     Corporation shall elect as officers two members of the Nominating
Committee who shall be Full Members.                        

               (4) At the third Annual Election following the Effective Time and
 at every third Annual Election thereafter, the members of the
       Corporation shall elect as an officer, one member of the Nominating
Committee who shall be *** a Full Member.                   

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                                                                      Appendix B
                                                                      ----------

AMENDED AND RESTATED

BYLAWS

OF

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 

        The amendment and restatement of the Bylaws provided for hereinafter
shall take effect at the effective time (the "Effective Time") of the Amended   
and Restated Certificate of Incorporation (as amended from time to time, the    
"Certificate of Incorporation") of Board of Trade of the City of Chicago, Inc.  
(the "Corporation") to be filed with the Secretary of State of the State of     
Delaware in connection with the modernization of certain aspects of the         
Corporation's corporate governance structure, including, but not limited to, the
possible reduction in the size of the Board of Directors of the Corporation from
18 directors to nine directors.  If the Effective Time does not occur, the      
Bylaws shall not be amended and restated as provided for hereinafter but instead
shall remain unchanged until further amended in accordance with the Bylaws and  
applicable law.                                                                 

ARTICLE I- RULES AND REGULATIONS
--------------------------------

Section 1    Incorporation of Rules.                                  
---------    ----------------------                                   

In accordance with the  ***  Certificate of Incorporation  ***  of the
Corporation, the Rules of the Corporation (the  ***  "Rules"), as they may be   
amended from time to time, are hereby incorporated by reference into and made   
part of these Bylaws. The Bylaws and Rules may be adopted, amended or repealed  
by the membership in the manner provided in the Certificate of Incorporation and
Exhibit A thereto.                                                              

Section 2    Regulations.                                             
---------    -----------                                              

The Board of Directors may adopt, amend or repeal Regulations of the  
Corporation (the "Regulations") not in conflict with the Rules, which shall have
the binding effect of Rules. By majority vote, the Board of Directors may       
delegate, to particular committees as designated by the Board of Directors, the 
power to adopt, amend or repeal Regulations. Applicants for membership and any  
person or entity holding any membership or other interest in the Corporation    
shall be required to sign a written agreement to observe and be bound by this   
Certificate of Incorporation and the Bylaws, Rules and Regulations of the       
Corporation, as each may be amended from time to time. In addition, the Board of
Directors may adopt interpretations of the Certificate of Incorporation, Bylaws 
and Regulations ("Interpretations") which shall be incorporated into and deemed 
to be Regulations. The Regulations and Interpretations of Old CBOT, as in effect
at the effective time of the Merger, shall become Regulations and               
Interpretations, respectively, of the Corporation, subject to the provisions    
hereof and of the Certificate of Incorporation.                                 

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ARTICLE II MEMBERS AND OTHER INTEREST HOLDERS 
---------- ---------------------------------- 

Section 1    Terms and Conditions.                                    
---------    --------------------                                     

The terms and conditions of membership in the Corporation, including, 
without limitation, the rights and obligations, including trading rights and    
privileges, of members (full, associate or otherwise), member firms, membership 
interest holders, delegates and all categories and classes of memberships and   
other interests in the Corporation, shall be as provided herein, in the         
Certificate of Incorporation and in the Rules and Regulations. Without limiting 
the foregoing, requirements with respect to, and restrictions and limitations   
on, the ownership, use, purchase, sale, transfer or other disposition of any    
membership or interest therein, or any other interest of or relating to the     
Corporation or membership therein, including the payment of proceeds from the   
sale, transfer or other disposition of any membership or interest therein, shall
be as provided herein, in the Certificate of Incorporation and in the Rules and 
Regulations, or as otherwise provided in accordance with applicable law.        

Section 2    Annual Meeting and Chairman's Report.                    
---------    ------------------------------------                     

     The annual meeting of members shall be held on the first Thursday after the
third Tuesday in February at 2:30 P.M. The annual mid-year Chairman's Report    
shall be given on the first Thursday after the third Tuesday in June at 2:00    
P.M.                                                                            

Section 3    Special Meetings.                                        
---------    ----------------                                         

   Except as otherwise provided in the Certificate of Incorporation, special
meetings of the members, for any purpose or purposes prescribed in the notice of
the meeting, may be called by the Board of Directors or the Chairman of the     
Board and shall be held at such place, on such date, and at such time as they or
he or she shall fix.                                                            

Section 4    Nominations and Annual Election.                         
---------    -------------------------------                          

   ***  (a)  In connection with each Annual Election (as defined below), the
Nominating Committee shall hold at least three meetings, of which due notice    
shall be posted on the bulletin board. All members may attend such meetings and 
suggest nominees for the offices to be filled at the following election. In     
selecting candidates, the Nominating Committee shall give special consideration 
to the desirability of having all interests of the Corporation represented on   
the Board  ***  of Directors. To the extent it remains a qualification for      
office, at least one candidate for Director at each applicable Annual Election  
must be a non-resident Full Member as defined in Article SIXTH of the           
Certificate of Incorporation. The Nominating  ***  Committee shall nominate at  
least one candidate for each of the elective offices. The Nominating Committee  
may, in its sole discretion, nominate two candidates for any of the elective    
offices, but shall not nominate more than two candidates for any individual     
elective office. The Nominating Committee will make the final determination of  
eligibility (i.e., qualification) for nomination for election to the Board of   
Directors, but may not otherwise                                                

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preclude candidates nominated pursuant to Section 4(c) below from being added to
the ballot.                                                                     

          (b)  The Nominating  ***  Committee shall furnish the Secretary with a
list of its nominees not later than five weeks prior to the Annual Election.    
Promptly upon  ***  submission, the list shall be posted by the Secretary upon  
the bulletin board. In case any nominee named by the Nominating Committee       
withdraws or becomes ineligible, and such withdrawal or ineligibility leaves no 
such candidate for the office for which the candidate was nominated,  ***  it   
shall be the duty of the Committee to nominate another candidate for such       
office. However, if such withdrawal or ineligibility leaves  ***  one or more   
candidates for such office, the Committee may at its discretion, but need not,  
nominate another candidate to replace the withdrawn or ineligible candidate.    

      (c)  Other nominations may be made by petition, signed by not less
than forty members in good standing and filed with the  ***  Nominating         
Committee not later than three weeks prior to the Annual Election. The          
Nominating Committee shall furnish the Secretary with a list of eligible        
petition nominees not later than two weeks prior to the Annual Election.        
Promptly upon submission  ***  to the Secretary, the names of  ***  eligible    
petition nominees shall be posted by the Secretary upon the bulletin board.     

***  (d)  Members shall vote to elect persons to serve on the Board of
Directors and Nominating Committee at an annual election (the "Annual           
Election"). The Annual Election shall be held  ***  on such date and at such    
time as the Board of Directors shall each year fix, which date shall be within  
thirteen (13) months of the last Annual Election; provided however that the     
first Annual Election following the Effective Time need not be held until, but  
may occur no later than, March 31, 2002.                                        

All candidates for the respective elective offices shall be listed    
alphabetically on the ballot.                                                   

Section 5    Notice of Meetings.                                      
---------    ------------------                                       

    Written notice of the place, date, and time of all meetings of the members
shall be given, not less than ten (10) nor more than sixty (60) days before the 
date on which the meeting is to be held, to each member entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here  
and hereinafter, as required from time to time by the Delaware General          
Corporation Law or the Certificate of Incorporation of the Corporation). The    
notice of any special meeting of members shall also state the purpose or        
purposes for which such meeting is called.                                      

    When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof  
are announced at the meeting at which the adjournment is taken; provided,       
however, that if the date of any adjourned meeting is                           

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more than thirty (30) days after the date for which the meeting was originally  
noticed, or if a new record date is fixed for the adjourned meeting, written    
notice of the place, date, and time of the adjourned meeting shall be given in  
conformity herewith. At any adjourned meeting, any business may be transacted   
which might have been transacted at the original meeting without regard to the  
presence of a quorum at such adjournment.                                       

Section 6    Quorum.                                                  
---------    ------                                                   

   At members' meetings, one hundred members, present in person or by proxy,
shall constitute a quorum. If a quorum shall fail to attend, a majority of the  
members present, in person or by proxy, may adjourn the meeting to a subsequent 
time.                                                                           

Section 7    Organization.                                            
---------    ------------                                             

Such person as the Board of Directors may have designated or, in the  
absence of such a person, the Chairman of the Board or, in his or her absence,  
such person as may be chosen by the vote of a majority of the members present,  
in person or by proxy, shall call to order any meeting of the members and act as
chairman of the meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.         

Section 8    Conduct of Business.                                     
---------    -------------------                                      

The chairman of any meeting of members shall determine the order of   
business and the procedure at the meeting, including such regulation of the     
manner of voting and the conduct of discussion as seem to him or her in order.  

Section 9    Consent of Members in Lieu of Meeting.                   
---------    -------------------------------------                    

     Any action required to be taken at any annual or special meeting of members
of the Corporation, or any action which may be taken at any annual or special   
meeting of the members, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the number of members that would be necessary to      
authorize or take such action at a meeting at which all members entitled to vote
thereon were present and voted and shall be delivered to the Corporation by     
delivery to its registered office in Delaware, its principal place of business, 
or an officer or agent of the Corporation having custody of the book in which   
proceedings of meetings of members are recorded. Delivery made to the           
Corporation's registered office shall be made by hand or by certified or        
registered mail, return receipt requested.                                      

   Every written consent shall bear the date of signature of each member who
signs the consent and no written consent shall be effective to take the         
corporate action referred to therein unless, within sixty (60) days of the date 
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of members to take action are delivered  
to the Corporation in the manner prescribed in the first paragraph of this      
Section.                                                                        

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ARTICLE III - BOARD OF DIRECTORS
--------------------------------

 Section 1    General. The Board of Directors shall be comprised of such
---------    -------                                                  
persons, who shall be elected or appointed in such manner and shall have and    
exercise such powers, as provided in the Certificate of Incorporation.          

Section 2    Quorum. To the extent the size of the Board of Directors 
---------    ------                                                   
remains 18 members,  ***  10 members of the Board shall constitute a quorum,    
***  and, to the extent the size of the Board of Directors is reduced to nine   
members, five members shall constitute a quorum but, in each case, a lesser     
number may adjourn to a subsequent time.                                        

***                                                                             

    Section 3    Attendance at Board Meetings. In accordance with Section 7 of
---------    ----------------------------                             
this Article II, members of the Board of Directors or any committee who are     
physically present at a meeting of the Board of Directors or any committee may  
adopt as the procedure of such meeting that, for quorum purposes or otherwise,  
any member not physically present but in continuous communication with such     
meeting shall be deemed to be present. Continuous communication shall exist only
when, by conference telephone or similar communications equipment, a member not 
physically present is able to hear and be heard by each other member deemed     
present, and to participate in the proceedings of the meeting.                  

Section 4    Regular Meetings.  ***  Regular meetings of the Board of 
---------    ----------------                                         
Directors shall be at such place or places, on such date or dates, and at such  
time or times as shall be established by the Board of Directors and publicized  
among all of the Directors by call letter. A notice of such regular meeting     
shall not be required.                                                          

Section 5    Special Meetings.                                        
---------    ----------------                                         

     Special meetings of the Board of Directors may be called by the Chairman of
the Board, and shall be called by the Secretary upon the written request of five
Directors, to the extent the size of the Board of Directors remains 18 members, 
or by three directors, to the extent the size of the Board of Directors is      
reduced to nine members. The Secretary shall give at least one hour's notice of 
such meetings either by announcement on Change or by  ***  call letter. No      
business may be considered except that embraced by announcement on Change or in 
the call letter.                                                                

Section 6    Roll Call Votes by Board.                                
---------    ------------------------                                 

A motion to order a roll call vote by the Board of Directors shall be 
deemed adopted if duly made by any present director.                            

Section 7    Annual Report to Members.                                
---------    ------------------------                                 

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     The Board of Directors, at each annual meeting of the members, shall make a
complete report of all receipts and expenditures for the preceding year and an  
exhibit of the financial affairs, property, and general condition of the        
Corporation.                                                                    

Section 8    Emergencies.                                             
---------    -----------                                              

In addition to their general authority under law, the Certificate of  
Incorporation and these Bylaws, the Board of Directors and certain officers of  
the Corporation shall have such authority in certain emergencies as provided in 
the Rules.                                                                      

Section 9    Certain Rights and Restrictions.                         
---------    -------------------------------                          

The right of any person to vote, participate or take any action in any
capacity as a member of the Board of Directors or any committee, panel or other 
body shall be subject to such requirements and restrictions as may be provided  
herein, in the Certificate of Incorporation and in the Rules and Regulations.   

 ARTICLE IV - COMMITTEES AND DEPARTMENTS
 ---------------------------------------

Section 1    General.                                                 
---------    -------                                                  

To the fullest extent permitted by law and the Certificate of         
Incorporation, the Board of Directors shall have the power to appoint, and to   
delegate authority to, such committees of the Board of Directors as it          
determines to be appropriate from time to time.                                 

Section 2    Additional and Standing Committees.                      
---------    ----------------------------------                       

In addition to such committees as may be authorized by the Board of   
Directors from time to time, the Corporation shall have such additional and     
standing committees, which shall be comprised of such persons having such powers
and duties, as provided in the Rules and Regulations. Any person may be         
disqualified from serving on or participating in the affairs of any committee to
the extent provided in the Rules and Regulations.                               

Section 3    Departments.                                             
---------    -----------                                              

The Corporation shall have such departments as are authorized in or in
accordance with the Rules and Regulations.                                      

ARTICLE V- OFFICERS 
------------------- 

Section 1    General.                                                 
---------    -------                                                  

   The Corporation shall have such officers, with such powers and duties, as
provided herein and in the Certificate of Incorporation.                        

Section 2    President.                                               
---------    ---------                                                

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The Corporation shall have a President with such powers and duties as 
provided in the Certificate of Incorporation.                                   

Section 3    Officers Other Than President.                           
---------    -----------------------------                            

   Following each Annual Election, the Board of Directors shall appoint such
Vice Presidents as it may deem necessary or desirable for the efficient         
management and operation of the Corporation. The Executive Vice President and   
any other Vice Presidents shall be responsible to the President. The Board of   
Directors shall also appoint such other officers as may be necessary. The Board 
of Directors may prescribe the duties and fix the compensation of all such      
officers and they shall hold office during the will of the Board of             
Directors.                                                                      

Section 4    Bonding of Employees.                                    
---------    --------------------                                     

The President, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer shall be placed under bond of $50,000 each, premium to be paid out of 
the general funds of the Corporation; and such other employees of the Office of 
the Secretary, who handle funds of the Corporation, shall be bonded in the sum  
of $5,000 each, premiums to be paid out of the general funds of the Corporation.

Section 5    Secretary.                                               
---------    ---------                                                

   The Secretary shall perform such duties as may be delegated to him or her
by the Board of Directors or the President. In addition he or she shall be      
charged with the following specific duties:                                     

       (a)  To take charge of the books, papers, and corporate seal of the
Corporation;                                                                    

   (b)  To attend all meetings of the Corporation and the Board of
Directors, and to keep official records thereof;                                

      (c)  To give notices when required of all Corporation and Board of
Directors meetings;                                                             

   (d)  To conduct the correspondence of the Corporation under the
direction of the proper officers;                                               

        (e)  To furnish to the Chairman of every Special Committee a copy of
the resolution whereby such Committee was created;                              

              (i)  To post all notices which may be required to be posted upon
the bulletin board;                                                             

    (f)  To keep his or her office open during usual business hours;

          (g)  To see that the rooms and property of the Corporation are kept in
good order;                                                                     

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               (i)  To attest, upon behalf of the Corporation, all contracts and
other documents requiring authentication;                                       

         (h)  To permit members to examine the records of the Corporation upon
reasonable request; and                                                         

         (i)  To post on the bulletin board from time to time the names of all
warehouses, the receipts of which are declared regular for delivery, and also,  
upon direction of the Board of Directors, to post any fact tending to impair the
value of receipts issued by such warehouses.                                    

Section 6    Assistant Secretaries.                                   
---------    ---------------------                                    

 Assistant Secretaries shall perform such duties as the Secretary or the
Board may require, and shall act as Secretary in the absence or disability of   
the Secretary.                                                                  

Section 7  Treasurer.                                                 
--------   ---------                                                  

The Treasurer shall have general charge of all funds belonging to the 
Corporation, and shall be charged with the following specific duties:           

        (a)  The Treasurer shall receive from the Secretary deposit of funds
belonging to the Corporation. Checks in amounts over $10,000 shall be signed by 
either the President, the Chief Financial Officer, the Treasurer, the Secretary 
or the Assistant Secretary and countersigned by the Chairman of the Board, a    
Vice Chairman of the Board, to the extent it remains an elective office, or one 
of the three other elected members of the Executive Committee;                  

        (b)  To make an annual report to the Corporation of all receipts and
disbursements; and                                                              

         (c)  To keep all of his or her accounts in permanent books of account
belonging to the Corporation, which books shall at all times be open to the     
examination of the Board of Directors or any committee thereof.                 

Section 7   Assistant Treasurer.                                      
---------   -------------------                                       

   The Assistant Treasurer shall perform such duties as the Treasurer or the
Board of Directors may require, and shall act as Treasurer in the absence or    
disability of the Treasurer.                                                    

ARTICLE VI - NOTICES
--------------------

Section 1    Notices.                                                 
---------    -------                                                  

  Except as otherwise specifically provided herein or required by law, all
notices required to be given to any member, Director, committee member, officer,
employee or agent shall be in writing and may in every instance be effectively  
given by hand delivery to the recipient thereof, by depositing such notice in   
the mails, postage paid, or by sending such notice by prepaid telegram or       
mailgram. Any such notice shall be addressed to such member, Director, committee
member, officer, employee or agent at his or her last known address as the same 
appears on the books of the Corporation. The time when such notice is received, 
if hand delivered, or dispatched, if delivered through the mails or by telegram 
or mailgram, shall be the time of the giving of the notice.                     

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Section 2    Waivers.                                                 
---------    -------                                                  

 A written waiver of any notice, signed by a member, Director, committee
member, officer, employee or agent, whether before or after the time of the     
event for which notice is to be given, shall be deemed equivalent to the notice 
required to be given to such member, Director, committee member, officer,       
employee or agent. Neither the business nor the purpose of any meeting need be  
specified in such a waiver.                                                     

ARTICLE VII- MISCELLANEOUS  
--------------------------  

Section 1    Facsimile Signatures.                                    
---------    --------------------                                     

   Facsimile signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a committee        
thereof.                                                                        

Section 2    Corporate Seal.                                          
---------    --------------                                           

   Except as may be otherwise determined by the Board of Directors from time
to time, the seal of the Corporation shall bear a figure of Justice with a ship 
in the distance surrounded with the corporate name of the Corporation.          

Section 3    Reliance upon Books, Reports and Records.                
---------    ----------------------------------------                 

   Each Director and each member of any committee designated by the Board of
Directors, shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the books of account or other records of the         
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the    
Board of Directors so designated, or by any other person as to matters which    
such Director or committee member reasonably believes are within such other     
person's professional or expert competence and who has been selected with       
reasonable care by or on behalf of the Corporation.                             

Section 4    Fiscal Year.                                             
---------    -----------                                              

The fiscal year of the Corporation shall be as fixed by the Board of  
Directors from time to time.                                                    

Section 5    Time Periods.                                            
---------    ------------                                             

 Except as otherwise specifically provided, in applying any provision of
these Bylaws which requires that an act be done or not be done a specified      
number of days prior to an event or that an act be done during a period of a    
specified number of days prior to an event, calendar days shall be used, the day
of the doing of the act shall be excluded, and the day of the event shall be    
included.                                                                       

ARTICLE VIII- INDEMNIFICATION OF DIRECTORS AND OFFICERS 
------------------------------------------------------- 

Section 1    Right to Indemnification.                                
---------    ------------------------                                 

    Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,   
criminal, administrative or investigative (hereinafter a "proceeding"), by      
reason of the fact that he or she is or was a Director,                         

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officer, committee member or employee of the Corporation or is or was serving at
the request of the Corporation as a Director, officer, committee member or      
employee of another corporation or of a partnership, joint venture, trust or    
other enterprise, including service with respect to an employee benefit plan    
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged  
action in an official capacity as a Director, officer, committee member or      
employee or in any other capacity while serving as a Director, officer,         
committee member or employee, shall be indemnified and held harmless by the     
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any    
such amendment, only to the extent that such amendment permits the Corporation  
to provide broader indemnification rights than such law permitted the           
Corporation to provide prior to such amendment), against all expense, liability 
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or    
penalties and amounts paid in settlement) reasonably incurred or suffered by    
such indemnitee in connection therewith; provided, however, that, except as     
provided in Section 3 of this ARTICLE VIII with respect to proceedings to       
enforce rights to indemnification, the Corporation shall indemnify any such     
indemnitee in connection with a proceeding (or part thereof) initiated by such  
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.                                                

Section 2    Right to Advancement of Expenses.                        
---------    --------------------------------                         

  The right to indemnification conferred in Section 1 of this ARTICLE VIII
shall include the right to be paid by the Corporation the expenses (including   
attorney's fees) incurred in defending any such proceeding in advance of its    
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of       
expenses incurred by an indemnitee in his or her capacity as a Director or      
officer (and not in any other capacity in which service was or is rendered by   
such indemnitee, including, without limitation, service to an employee benefit  
plan) shall be made only upon delivery to the Corporation of an undertaking     
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial      
decision from which there is no further right to appeal (hereinafter a "final   
adjudication") that such indemnitee is not entitled to be indemnified for such  
expenses under this Section 2 or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VIII  
shall be contract rights and such rights shall continue as to an indemnitee who 
has ceased to be a Director, officer, committee member or employee and shall    
inure to the benefit of the indemnitee's heirs, executors and administrators.   

Section 3    Right of Indemnitee to Bring Suit.                       
---------    ---------------------------------                        

     If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by
the Corporation within sixty (60) days after a written claim has been received  
by the Corporation, except in the case of a claim for an advancement of         
expenses, in which case the applicable period shall be twenty (20) days, the    
indemnitee may at any time thereafter bring suit against the Corporation to     
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of 
expenses pursuant to the terms of an undertaking, the indemnitee shall be       
entitled to be paid also the expense of prosecuting or defending such suit. In  
(i) any suit brought by the indemnitee to enforce a right to indemnification    
hereunder (but not in a suit brought by the indemnitee to enforce a right to an 
advancement of expenses) it shall be a defense that, and (ii) in any suit       
brought by the Corporation to recover an                                        

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advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the  
indemnitee has not met any applicable standard for indemnification set forth in 
the Delaware General Corporation Law. Neither the failure of the Corporation    
(including its Board of Directors, independent legal counsel, or its members) to
have made a determination prior to the commencement of such suit that           
indemnification of the indemnitee is proper in the circumstances because the    
indemnitee has met the applicable standard of conduct set forth in the Delaware 
General Corporation Law, nor an actual determination by the Corporation         
(including its Board of Directors, independent legal counsel, or its members)   
that the indemnitee has not met such applicable standard of conduct, shall      
create a presumption that the indemnitee has not met the applicable standard of 
conduct or, in the case of such a suit brought by the indemnitee, be a defense  
to such suit. In any suit brought by the indemnitee to enforce a right to       
indemnification or to an advancement of expenses hereunder, or brought by the   
Corporation to recover an advancement of expenses pursuant to the terms of an   
undertaking, the burden of proving that the indemnitee is not entitled to be    
indemnified, or to such advancement of expenses, under this ARTICLE VIII or     
otherwise shall be on the Corporation.                                          

Section 4    Non-Exclusivity of Rights.                               
---------    -------------------------                                

    The rights to indemnification and to the advancement of expenses conferred
in this ARTICLE VIII shall not be exclusive of any other right which any person 
may have or hereafter acquire under any statute, the Corporation's Certificate  
of Incorporation, Bylaws, agreement, vote of members or disinterested Directors 
or otherwise.                                                                   

Section 5    Insurance.                                               
---------    ---------                                                

   The Corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, committee member or employee 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 the Delaware General Corporation Law.                                     

Section 6    Indemnification of Agents of the Corporation.            
---------    --------------------------------------------             

The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of   
expenses to any agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses 
of Directors and officers of the Corporation.                                   

Section 7    Corporation Defense Expenses.                            
---------    ----------------------------                             

  Any member or member firm who fails to prevail in a lawsuit or any other
type of legal proceeding instituted by that member or member firm against the   
Corporation or any of its officers, Directors, committee members, employees or  
agents must pay to the Corporation all reasonable expenses, including attorney's
fees, incurred by the Corporation in the defense of such proceeding. Any member 
or member firm required to compensate the Corporation pursuant to this section  
shall be assessed interest on such amount at the rate of Prime plus 1%, which   
interest shall accrue from the date such amount was demanded in writing after   
the member or member firm failed to prevail in a lawsuit or any other type of   
legal proceeding against the Corporation.                                       

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ARTICLE IX- AMENDMENTS
----------------------

   These Bylaws may be amended in the manner specified in the Certificate of
Incorporation and Exhibit A thereto.                                            

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PROXY BALLOT  

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. (THE "CBOT")  

     The undersigned hereby appoints Paul J. Draths, Carol A. Burke and Terrance
K. Livingston, and each of them, Proxies, as that term is defined in Section 4  
of Exhibit A to the CBOT's Amended and Restated Certificate of Incorporation,   
with full power of substitution and revocation, acting together or, if only one 
is present and voting, then that one, to vote at the Special Meeting of the     
Membership, to be held on October 31, 2001 and any adjournments or postponements
thereof, with all of the powers the undersigned would possess if personally     
present, as designated herein:                                                  

PROPOSITIONS                                                                    

1.   Amend and restate the CBOT's Amended and Restated Certificate of           
Incorporation in the form set forth as Appendix A to the Proxy Ballot 
                  ----------
Disclosure, dated as of October 17, 2001.                             

FOR       [_]                                 AGAINST     [_]         

2.   Amend and restate the CBOT's Amended and Restated Bylaws in the form set   
     forth as Appendix B to the Proxy Ballot Disclosure, dated as of October 17,
----------                                          
2001.                                                                 

FOR       [_]                                 AGAINST     [_]         

This Proxy Ballot, when properly executed, will be voted in the manner
directed herein by the undersigned. If no direction is made as to a Proposition,
this Proxy Ballot will be voted "FOR" such Proposition.                         

______________________________                    __________________________    
Signature                                         Date                          

______________________________                                                  
Print Name Here                                                                 

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY BALLOT PROMPTLY 
--------------------------------------------------------------- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
		3/31/02		1		26
		10/31/01		2		36
Filed on:		10/17/01		1		36
		10/16/01		2		4
		1/26/01		3					425,  S-4
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