Board of Trade of the City of Chicago Inc – ‘S-4/A’ on 5/2/01

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #4 to Form S-4                             219   1.14M 
 2: EX-23.1     Consent of Deloitte & Touche, LLP.                     1      5K 
 3: EX-23.4     Consent of William Blair, L.L.C.                       1      6K 
 4: EX-23.5     Consent of Arthur Andersen LLP                         1      6K 

S-4/A   —   Amendment #4 to Form S-4
Document Table of Contents

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As filed with the Securities and Exchange Commission on May 2, 2001     

                                                      Registration No. 333-54370
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 4     
to
FORM S-4
REGISTRATION STATEMENT
UnderThe Securities Act of 1933 
----------------  
Board of Trade of the City of Chicago, Inc. 
(Exact name of registrant as specified in its charter)

Delaware                    6231                    36-0819800
(State or other          (Primary Standard           (I.R.S. Employer 
  jurisdiction of      Industrial Classification    Identification Number)
incorporation or            Code Number)                              
organization)                                                       

141 West Jackson  
Boulevard   
Chicago, Illinois 60604   
(312) 435-3500  
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 

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

Carol A. Burke
Executive Vice President and General Counsel
Board of Trade of the City of Chicago, Inc. 
141 West Jackson Boulevard
Chicago, Illinois 60604 
(312) 435-3500
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

Copies to:
John H. Stassen, P.C.   
Joseph P. Gromacki  
Kirkland & Ellis  
200 East Randolph Drive   
Chicago, Illinois 60601   
(312) 861-2000  

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

 Approximate date of commencement of proposed sale to public: As promptly as
practicable after this Registration Statement becomes effective and the         
satisfaction or waiver of certain other conditions described herein.            

If the securities being registered on this Form are being offered in      
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. [_]                             

If this Form is filed to register additional securities for an offering   
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [_]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d)  
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      

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

The registrant hereby amends this registration statement on such date or  
dates as may be necessary to delay its effective date until the registrant      
shall file a further amendment which specifically states that this registration 
statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the registration statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this document may change. We may not complete    +
+the transactions described in this document, and issue the securities         +
+described in this document, until the registration statement is filed with    +
+the Securities and Exchange Commission and is declared effective. This        +
+document is not an offer to sell these securities and it is not soliciting an +
+offer to buy these securities in any state where the offer or sale is not     +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROXY STATEMENT AND PROSPECTUS (SUBJECT TO CHANGE) DATED MAY 2, 2001      
[LOGO] CHICAGO BOARD OF TRADE 

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
141 WEST JACKSON BOULEVARD
CHICAGO, ILLINOIS 60604 
              , 2001
Dear Member:                                                                    

It is my privilege to present to you this proxy statement and prospectus in 
connection with a historic membership vote on a proposed restructuring of the   
Chicago Board of Trade, which is intended to enhance its competitiveness within 
the futures industry. You are being asked to vote on the restructuring          
transactions described in this document. The restructuring transactions are     
designed to:                                                                    

. demutualize our organization;                                             

. modernize our corporate governance structure; and                         

. reorganize and consolidate our electronic trading business.               

Pursuant to the restructuring transactions, each member will receive shares 
of Class A common stock in accordance with an allocation methodology described  
in this document and a share of one of the five series of Class B common stock  
in the for-profit corporation in respect of each membership held by such        
member. The shares of Class A common stock will represent an equity interest in 
the for-profit corporation. Each share of Class B common stock will represent   
an equity interest in the for-profit corporation and a membership in the        
demutualized exchange, which, subject to satisfaction of applicable membership  
and eligibility requirements, will entitle the holder to trading rights and     
privileges that correspond to the trading rights and privileges currently       
associated with that holder's class of membership.                              

In connection with the restructuring transactions, we will substantially    
eliminate the membership petition process and adopt a more modern mechanism for 
initiating and voting on stockholder proposals. We will also streamline our     
board of directors and modernize other aspects of our corporate governance      
structure in order to improve our corporate decision-making process.            

In addition, our electronic trading business will be reorganized and        
consolidated into our wholly owned subsidiary, Electronic Chicago Board of      
Trade, Inc. As a result, members who are limited partners of Ceres Trading      
Limited Partnership will receive shares of Series A convertible preferred stock 
in the for-profit corporation in exchange for their limited partnership         
interests and Ceres will be liquidated.                                         

Our Full Members and Associate Members will be entitled to vote on the      
restructuring transactions. 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 restructuring transactions.                          

Please review carefully the attached document, which provides important     
information regarding the restructuring transactions. In particular, you should 
carefully consider the matters discussed under "Risk Factors" beginning on page 
15.                                                                             

Our board of directors has approved the restructuring transactions and      
recommends that you vote "FOR" each of the three propositions relating to the   
restructuring transactions. We believe that the restructuring transactions will 
better position us to compete in the rapidly changing and consolidating futures 
industry and will give our organization greater structural flexibility and      
easier access to equity capital, if needed, to grow and continue to offer       
quality products and services.                                                  

Sincerely,                  

/s/ Nickolas J. Neubauer    
Nickolas J. Neubauer        
Chairman of the Board       

Neither the Securities and Exchange Commission nor any state securities     
regulator has approved or disapproved these securities, or determined if this   
proxy statement and prospectus is truthful or complete. Any representation to   
the contrary is a criminal offense.                                             

 This document is dated             , 2001 and was first mailed, with the form
of proxy, to members on or about             , 2001.                            

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[LOGO] CHICAGO BOARD OF TRADE     

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

NOTICE OF SPECIAL MEETING 
To Our Voting Members:                                                          

The board of directors of the Board of Trade of the City of Chicago, Inc. 
has called a special meeting of the membership, to be held at 2:30 p.m.,        
Central time, on            , 2001 in the Visitor Center Theater, Fifth Floor,  
at our offices at 141 West Jackson Boulevard, Chicago, Illinois 60604. The      
purpose of the meeting is to vote on three propositions relating to the         
restructuring transactions described in this document: (1) the approval and     
adoption of an amended and restated certificate of incorporation, which will    
facilitate the demutualization of the CBOT and modernize certain aspects of our 
corporate governance structure, (2) the approval and adoption of amended and    
restated bylaws, which will modernize certain other aspects of our corporate    
governance structure, and (3) the approval of all other matters relating to the 
restructuring transactions, including the reorganization of our electronic      
trading business. Unless all three of these propositions are approved, the      
restructuring transactions will not have been approved by the members and,      
accordingly, will not be completed.                                             

Holders of record of Full Memberships and Associate Memberships as of the 
close of business on            , 2001 will be entitled to vote on these        
matters at the special meeting of the membership. 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 restructuring transactions. 

We have enclosed a proxy ballot for your use in voting on the propositions
described above and in this document. The special meeting of the membership and 
related proxy ballot solicitation will be conducted in accordance with our      
certificate of incorporation, bylaws and rules and regulations and applicable   
law. In particular, the propositions described in this document are being       
submitted to a vote of the membership pursuant to Sections 5 and 7 of Exhibit A 
to our certificate of incorporation.                                            

 In connection with the proxy ballot solicitation, please note the following
instructions:                                                                   

. Please mark the enclosed proxy ballot with respect to each proposition    
and provide your signature, printed name and date where indicated, and  
enclose and seal the completed proxy ballot in the gold envelope        
addressed to the Secretary of the CBOT. Each proxy ballot must be signed
in order to be effective.                                               

. 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 located in the fourth floor
lobby of our offices between the hours of 8:00 a.m. and 2:15 p.m.,      
Central time, on          , 2001.                                       

In the absence of specific direction, proxies will be voted "FOR" approval
of the propositions. Proxies that are marked both "FOR" and "AGAINST" will not  
count and will not be treated as votes cast. Proxy ballots must be received at  
the Board of Trade of the City of Chicago, Inc., Office of the Secretary, 141   
West Jackson Boulevard, Chicago, Illinois 60604 prior to 2:15 p.m., Central     
time, on           , 2001 in order to be counted.                               

Returning your completed proxy ballot will not prevent you from voting in 
person at the special meeting of the membership 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 of the membership, or take any further action in  
connection with the special meeting, because you already will have directed the 
proxy how you wish to vote with respect to the propositions. You may revoke     
your proxy ballot any time before the special meeting of the membership by      
providing written notice to the Secretary or by submission of a later-dated     
proxy ballot.                                                                   

 Your board of directors has carefully considered and approved these matters
and recommends that you vote "FOR" approval of each of the three propositions   
relating to the restructuring transactions being submitted for your approval.   

                                       By Order of the Board of Directors,

                      /s/ Paul J. Draths
                  Paul J. Draths
                                Vice President and Secretary
, 2001                                                        

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Summary...................................................................    1 
Risk Factors..............................................................   15 
The Restructuring Transactions............................................   32 
Capitalization............................................................   64 
Selected Consolidated Financial Data......................................   65 
Management's Discussion and Analysis of Financial Condition and Results of      
 Operations...............................................................   67 
Our Business .............................................................   75 
Management and Executive Compensation.....................................   98 
Description of Capital Stock..............................................  111 
Comparison of the Rights of Members of the CBOT and Stockholders of For-        
 Profit CBOT..............................................................  124 
Shares Eligible for Future Sale...........................................  134 
Material U.S. Federal Income Tax Consequences of the Restructuring              
 Transactions ............................................................  136 
Special Meeting and Proxy Information.....................................  138 
Legal Matters.............................................................  140 
Experts...................................................................  140 
Where You Can Find More Information.......................................  140 
                                                                [Download Table]

                                                                           Page
                                                                           ----
                                                                               
Appendix A                                                                     
  Board of Trade of the City of Chicago, Inc. Subsidiaries and Affiliates      
  Financial Statements.................................................... A-1 
Appendix B                                                                     
  Pro Forma Financial Information of Board of Trade of the City of             
  Chicago, Inc. .......................................................... B-1 
Appendix C                                                                     
  Appendix C-1: William Blair Fairness Opinion............................ C-1 
  Appendix C-2: Arthur Andersen Fairness Opinion.......................... C-2 
  Appendix C-3: Preliminary Ceres Valuation Analysis...................... C-3 
Appendix D                                                                     
  Amended and Restated Certificate of Incorporation of Board of Trade of       
  the City of Chicago, Inc. .............................................. D-1 
Appendix E                                                                     
  Amended and Restated Bylaws of Board of Trade of the City of Chicago,        
  Inc..................................................................... E-1 
Appendix F                                                                     
  Status of Certain Current CBOT Rules and Regulations as a Result of the      
  Restructuring Transactions.............................................. F-1 

References to "we," "us" or "our" refer to either the CBOT, in its current
form as a nonstock, not-for-profit corporation, or For-Profit CBOT, the stock,  
for-profit corporation that will result from completion of the restructuring    
transactions described in this document, as the context requires, together with 
its consolidated subsidiaries.                                                  

  Project A(R) is a registered trademark of Ceres, and a/c/esm is a registered
service mark of CBOT/Eurex Alliance, L.L.C. Certain other trademarks used       
herein are the property of their respective owners.                             

You should rely only on the information contained in this document or to  
which we have referred you. We have not authorized anyone to provide you with   
information that is different. This document may be used only where it is legal 
to issue these securities. The information contained in this document is        
accurate only as of the date of this document, regardless of the date of        
delivery of this document or of the sale of any securities.                     

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SUMMARY 

  This summary highlights information contained elsewhere in this document. It
does not contain all of the information which you should consider before voting 
on the restructuring transactions and may not contain all of the information    
that is important to your individual situation. Consequently, you should read   
this entire document very carefully before voting on the restructuring          
transactions.                                                                   

Overview of the Restructuring Transactions                                      

  As a result of rapidly evolving changes in the futures industry, principally
the increasing importance of electronic trading, we have determined that it is  
necessary to restructure our organization in order to enhance its               
competitiveness. Over the last several years, with the assistance of various    
outside advisors, we have conducted an ongoing and extensive evaluation process 
with respect to our need to restructure. As a result of this process, we have   
developed, and are proposing for your approval, a series of transactions        
designed to restructure the CBOT.                                               

These transactions, which we sometimes refer to in this document as the   
"restructuring transactions," are designed to:                                  

. demutualize our organization by converting the CBOT from a nonstock, not- 
for-profit corporation into a stock, for-profit corporation, which we   
sometimes refer to in this document as "For-Profit CBOT," and           
distributing shares of common stock of For-Profit CBOT to our members;  

. modernize our corporate governance structure by substantially eliminating 
the membership petition process, streamlining our board of directors and
 making other changes to improve the efficiency of our corporate decision-
making process; and                                                     

. reorganize and consolidate our electronic trading business, part of which 
is currently operated by Ceres Trading Limited Partnership, or "Ceres," 
into Electronic Chicago Board of Trade, Inc., or "eCBOT," our wholly    
owned subsidiary formed for that purpose. In connection with this       
reorganization of our electronic trading business, For-Profit CBOT will 
issue shares of its Series A convertible preferred stock to the limited 
partners of Ceres in exchange for their limited partnership interests,  
and Ceres will be liquidated.                                           

We believe that the completion of the restructuring transactions will enable us 
to enhance our competitiveness within the futures industry, including our       
competitiveness within both the open outcry and electronic trading markets.     

  We currently anticipate that we will complete the restructuring transactions
as soon as reasonably practicable following membership approval, subject to     
receiving a favorable ruling from the Internal Revenue Service and any required 
regulatory approvals from the Commodity Futures Trading Commission. However,    
our obligation to complete the restructuring transactions is subject to         
satisfaction of a number of conditions, including, among other things, a        
condition that our board of directors shall not have determined that the        
restructuring transactions are no longer in the best interests of the CBOT and  
its members or that the restructuring transactions are not fair to each class   
of CBOT membership. For more information about the IRS ruling, CFTC approvals   
and other conditions to our obligation to complete the restructuring            
transactions, see "The Restructuring Transactions--Regulatory Matters" and "--  
Conditions to Completing the Restructuring Transactions."                       

Our Business                                                                    

  Founded in 1848, we are one of the world's leading exchanges for the trading
of futures and options on futures contracts, with total volume traded in 2000   
of about 234 million contracts, which represented about 15% of the total volume 
of global listed futures and options on futures contracts traded. From our      
origins in the nineteenth century as a market for trading grains, we have       
evolved into a major financial center in the twenty-first century, offering a   
diverse range of products based on interest rates, debt instruments,            
agricultural commodities, equity indices and other underlying instruments.      

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We operate markets for the trading of commodity and financial futures     
contracts, as well as options on futures contracts. Our products trade on       
traditional open outcry auction markets on our trading floors in Chicago where  
members trade among themselves for their own accounts and for the accounts of   
their customers. We also make our products available for trading on the a/c/e   
electronic trading system operated by our joint venture with the Eurex Group,   
which includes Deutsche Borse AG, the Swiss Stock Exchange and Eurex Zurich AG. 
The a/c/e system uses a modified form of the technology used at Eurex, the      
largest derivatives exchange in the world.                                      

We also engage in market surveillance and financial supervision activities
designed to ensure market integrity and provide financial safeguards for users  
of our markets. Further, we market and distribute real-time and historical      
market data generated from trading activity in our markets to users of our      
products and related cash and derivative markets.                               

Our principal executive offices are located at 141 West Jackson Boulevard,
Chicago, Illinois 60604, and our telephone number is (312) 435-3500. For more   
information about our business, see "Our Business."                             

For-Profit CBOT Common Stock                                                    

In connection with the restructuring transactions, each CBOT member,      
including each Full Member, Associate Member, GIM, IDEM and COM, as well as     
each member holding a one-half Associate Membership, will receive an            
appropriate number of shares of Class A common stock and a share of one of the  
five series of Class B common stock in respect of each membership held by such  
member. The number of shares of Class A common stock to be received by each     
member will be based upon the allocation methodology developed and recommended  
by our board's Independent Allocation Committee and approved by our board of    
directors. For purposes of the restructuring transactions, including the        
allocation of Class A common stock and Class B common stock of For-Profit CBOT, 
each member holding a one-half Associate Membership will be treated as a GIM.   

Class A Common Stock                                                          

The Class A common stock will represent an equity interest in For-Profit  
CBOT and will generally have traditional features of common stock, including    
dividend, voting and liquidation rights.                                        

Class B Common Stock                                                          

The Class B common stock will represent an equity interest and, subject to
satisfaction of applicable membership and eligibility requirements, a           
membership in For-Profit CBOT, including all trading rights and privileges      
associated with the applicable class of membership. As a result, the holder of  
a share of Class B common stock who meets the applicable membership and         
eligibility criteria will be a "member of a contract market" within the meaning 
of the Commodity Exchange Act and a member of For-Profit CBOT for purposes of   
For-Profit CBOT's rules and regulations.                                        

  The Class B common stock will be issued in five series. Each series of Class
B common stock will represent a membership and afford the holder of such stock  
the trading rights and privileges that correspond to the membership and trading 
rights and privileges of one of the five current classes of CBOT membership, as 
illustrated below:                                                              

                                                                [Download Table]

Current Class of   Corresponding Series of
CBOT Membership     Class B Common Stock  
----------------   -----------------------
                                          
      Full               Series B-1       
   Associate             Series B-2       
      GIM                Series B-3       
      IDEM               Series B-4       
      COM                Series B-5       

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Dividends; Liquidation                                                        

Class A common stock and Class B common stock will provide the holder with
the right to receive dividends as determined by the board of directors and the  
right to share in the proceeds of liquidation, in each case ratably on the      
basis of the number of shares held.                                             

Voting                                                                        

With the exception of certain matters reserved to the holders of Class B  
common stock, holders of Class A common stock will have the right to vote on    
all matters upon which stockholders of For-Profit CBOT will be entitled to vote 
generally, including, among other things, the election of directors. Except as  
may otherwise be required by Delaware law, the Class B common stock generally   
will not have voting rights, except that holders of Series B-1 and Series B-2   
shares of Class B common stock will have the right to approve changes that      
would adversely affect specified core rights associated with such shares.       
Specifically, these Class B stockholders will have the right to vote on any     
amendment to our certificate of incorporation, bylaws or rules and regulations  
that would adversely affect the following core rights:                          

. the allocation of products that a holder of a specific series of Class B  
common stock is permitted to trade on the exchange facilities of For-   
 Profit CBOT, i.e., the elimination of any product from a holder's trading
rights and privileges;                                                  

. the requirement that holders of shares of Class B common stock will be    
charged transaction fees for trades of For-Profit CBOT's products for   
their accounts that are lower than the transaction fees charged to any  
participant who is not a holder of Class B common stock for the same    
products;                                                               

. the number of authorized shares of any series of Class B common stock;    

. the membership and eligibility requirements to hold shares of a series of 
Class B common stock or to exercise the associated trading rights or    
privileges; and                                                         

. the commitment to maintain current open outcry markets so long as each    
 such market is deemed liquid unless the discontinuance of any such market
 is approved by the holders of Series B-1 and Series B-2 shares of Class B
common stock.                                                           

Holders of Series B-1 shares of Class B common stock will have one vote per     
share and holders of Series B-2 shares of Class B common stock will have one-   
sixth of one vote per share in any vote with respect to a proposed amendment to 
our certificate of incorporation, bylaws or rules and regulations that would    
adversely affect any of the above-described core rights. Except as may          
otherwise be required by Delaware law, holders of Class A common stock and      
holders of Series B-3, Series B-4 and Series B-5 shares of Class B common stock 
will not have the right to vote on changes that would adversely affect core     
rights.                                                                         

For more information about the Class A common stock and Class B common    
stock, see "Description of Capital Stock."                                      

The Restructuring Transactions                                                  

 The restructuring transactions consist of a series of transactions designed
to demutualize our organization, modernize our corporate governance structure   
and consolidate our electronic trading business into our wholly owned           
subsidiary, eCBOT. Let us tell you more about the restructuring transactions:   

Demutualizing Our Company                                                     

  The demutualization of the CBOT into a stock, for-profit corporation will be
accomplished by amending and restating our certificate of incorporation to      
remove the current restriction on our ability to issue capital stock, which     
will permit us to issue stock to our members and provide that the CBOT will     
become for-profit. Prior to the amendment and restatement of our certificate of 
incorporation, each member will receive a distribution of rights, which will    
entitle the holder to receive an appropriate number of shares of Class A common 
stock based on the allocation methodology developed and recommended by our      
Independent Allocation Committee and adopted by our board and a share of the    
appropriate series of Class B common stock with respect to each membership held 
by such member, as set forth in the table below. The shares of Class A common   
stock and Class B common stock will be issued pursuant to the rights following  
effectiveness of the amendment and restatement of our certificate of            
incorporation.                                                                  

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Shares of Common Stock of For-Profit CBOT 
to Be Received Per Membership 

                                                                [Download Table]

                                 Shares of               Shares of      
        Membership          Class A Common Stock   Class B Common Stock 
        ----------          --------------------   ---------------------
                                                                        
           Full                    25,000          1 share of Series B-1
        Associate                   5,000          1 share of Series B-2
           GIM                      2,500          1 share of Series B-3
           IDEM                       300          1 share of Series B-4
           COM                        350          1 share of Series B-5

 Immediately after completion of the restructuring transactions, our members
will be the only common stockholders of For-Profit CBOT and the interests that  
they held in the CBOT prior to the restructuring transactions will be           
represented solely by their ownership of common stock of For-Profit CBOT.       

 For more information about our demutualization, including the allocation of
shares of Class A common stock among members, see "The Restructuring            
Transactions--Description of the Restructuring Transactions--Demutualization,"  
"--Independent Allocation Committee of the Board" and "--Opinion of Financial   
Advisor to the Independent Allocation Committee of the Board."                  

Modernizing Our Corporate Governance Structure                                

  In connection with the restructuring transactions, we will modernize certain
aspects of our corporate governance structure pursuant to changes to our        
certificate of incorporation, bylaws and rules and regulations.                 

We will amend and restate our certificate of incorporation to provide that
voting rights, including the right to elect directors, will generally be vested 
with the holders of Class A common stock. The holders of Class B common stock   
will generally not have voting rights, except that holders of Series B-1 and    
Series B-2 shares of Class B common stock will have limited voting rights to    
approve changes that would adversely affect certain core rights relating to     
such shares. In addition, our certificate of incorporation will contain certain 
change of control provisions designed to preserve the long-term value of For-   
Profit CBOT for the benefit of its stockholders.                                

We will amend and restate our bylaws to reduce the ability of our         
stockholders to participate in the day-to-day management and operations of For- 
Profit CBOT. For example, our board of directors will generally have the        
authority to adopt, repeal and amend the bylaws without stockholder approval.   
Any proposal which is initiated by stockholders to adopt, repeal or amend the   
bylaws may only be brought to a vote at an annual meeting after satisfying      
certain advance notice requirements and will require the approval of two-thirds 
of the voting power of stockholders of For-Profit CBOT entitled to vote         
generally in the election of directors. The so-called "petition process" of the 
current CBOT members, which includes, among other things, the ability of        
members to petition the board of directors to call special meetings of members  
and the requirement that members approve all changes to the certificate of      
incorporation and bylaws, will be substantially eliminated.                     

The certificate of incorporation and bylaws of For-Profit CBOT will also  
provide that the size of our board of directors will be reduced from 18         
directors to nine directors shortly after completion of the restructuring       
transactions and that our board will be divided into three classes of directors 
with staggered terms of office. Further, certain board and other committees     
will be eliminated.                                                             

We will also make certain changes to our rules and regulations. Currently,
our rules are part of our bylaws and may only be adopted, repealed or amended   
with membership approval. After completion of the restructuring transactions,   
the rules and regulations will no longer be part of the bylaws and the          
authority to adopt, repeal and amend our rules and regulations will be vested   
solely and exclusively in the board of directors of For-Profit CBOT, except for 
amendments which would adversely affect the core rights as described            

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above, which will also require the approval of the holders of Series B-1 and    
Series B-2 shares of Class B common stock. As a result, the stockholders of     
For-Profit CBOT will not generally have the authority to adopt, repeal or amend 
the rules and regulations.                                                      

The substantial elimination of the petition process and the elimination of
the requirement of membership approval to adopt, repeal or amend the rules are  
designed to modernize the corporate governance structure of For-Profit CBOT in  
order to improve the efficiency of our decision-making process. Since these     
changes will materially affect your rights and obligations, we urge you to give 
careful consideration to these aspects of the restructuring transactions before 
voting on the restructuring transactions.                                       

For more information about these changes to our corporate governance      
structure, see "The Restructuring Transactions--Description of the              
Restructuring Transactions--Modernization of Our Corporate Governance           
Structure."                                                                     

Reorganizing Our Electronic Trading Business                                  

In connection with the restructuring transactions, our electronic trading 
business will be reorganized and consolidated into our wholly owned eCBOT       
subsidiary, so that, following the restructuring transactions, eCBOT will       
conduct the electronic trading business of For-Profit CBOT. This will be        
accomplished pursuant to certain transactions described below involving Ceres,  
which currently operates part of the electronic trading business of the CBOT.   

As part of the reorganization of our electronic trading business, a newly-
formed corporate subsidiary of For-Profit CBOT will merge with and into Ceres,  
with Ceres as the surviving entity. As a result of this merger, which we        
sometimes refer to in this document as the "Ceres merger," eCBOT will remain    
the general partner of Ceres and For-Profit CBOT will become a limited partner  
of Ceres. Following the Ceres merger, Ceres will liquidate and its assets will  
be distributed to For-Profit CBOT and eCBOT. For-Profit CBOT will then transfer 
to eCBOT assets relating to the electronic trading business received in such    
distribution. As a result, eCBOT will own and operate the electronic trading    
business of For-Profit CBOT.                                                    

Pursuant to the Ceres merger, the limited partners of Ceres, other than   
eCBOT, will receive shares of Series A convertible preferred stock of For-      
Profit CBOT in exchange for their limited partnership interests. The number of  
shares of Series A convertible preferred stock that will be issued in exchange  
for each limited partnership interest will be determined by our board and the   
board of directors of eCBOT by dividing:                                        

.  that partnership interest's allocable portion of the value of Ceres as   
  presented in the final valuation report of Arthur Andersen LLP regarding
the value of Ceres and the partnership interests in Ceres, to be      
delivered as of a date reasonably proximate to the date of the        
completion of the Ceres merger,                                       

by

.  the liquidation preference of $100 per share of Series A convertible     
preferred stock of For-Profit CBOT.                                   

As described further below, we engaged Arthur Andersen to determine the fair    
market value of Ceres and the limited partnership interests and evaluate the    
fairness, from a financial point of view, to Ceres and each class of limited    
partners of the consideration to be issued in the Ceres merger to each class of 
the Ceres limited partners.                                                     

  In accordance with the exchange formula set forth above, the specific number
of shares of Series A convertible preferred stock that will be distributed to   
each limited partner of Ceres will not be determined until shortly before the   
completion of the Ceres merger. For purposes of illustration, the following     
chart indicates the number of shares of Series A convertible preferred stock    
that would have been distributed for each Class A limited partnership if the    
distribution had been made on the basis of Arthur Andersen's valuation analysis 
of Ceres as of December 31, 2000 as described above:                            

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Illustrative Example of Shares of Series A Convertible Preferred Stock To Be
Received Per Class A Limited Partnership Interest 
As of December 31, 2000 

                                                                [Download Table]

                                                       Series A  
  Limited                                             Convertible
Partnership                                            Preferred 
 Interest                                                Stock   
-----------                                           -----------
                                                                 
Class A-1                                              132.5307  
Class A-2                                               21.3460  
Class A-3                                               14.6378  
Class A-4                                                0.6406  

Class B limited partnership interests, which are held only by our clearing
members, are valued, in part, based upon the CBOT trading volume of the member  
holding such limited partnership interest. As a result, the value of each Class 
B limited partnership interest and the number of shares of Series A convertible 
preferred stock to be issued in exchange for that limited partnership interest  
varies by holder. Based upon the December 31, 2000 valuation of Ceres, a total  
of 58,800 shares of Series A convertible preferred stock would be distributed   
to the 61 holders of Class B limited partnership interests in Ceres.            

You should understand that the actual number of shares of Series A        
convertible preferred stock to be issued to each Ceres limited partner will be  
determined based on the value of each limited partnership interest as presented 
in Arthur Andersen's final valuation report to be delivered to us as of a date  
reasonably proximate to the date of the completion of the Ceres merger and is   
not capable of determination at this time. Accordingly, the description above   
is for illustrative purposes only.                                              

For more information about the reorganization of our electronic trading   
business, including the Ceres merger, the valuation of Ceres and the issuance   
of shares of Series A convertible preferred stock to the Ceres limited          
partners, see "The Restructuring Transactions--Description of the Restructuring 
Transactions--Reorganization of Our Electronic Trading Business," "--Ceres      
Valuation Analysis of Arthur Andersen" and""--Opinion of Arthur Andersen to the 
Board of Directors Regarding the Fairness of the Ceres Merger."                 

Series A Convertible Preferred Stock                                            

Each share of Series A convertible preferred stock will have a liquidation
value of $100 and will accrue cumulative dividends at an annual rate of $8.00   
per share. The holder of a share of Series A convertible preferred stock will   
be entitled to receive, when, as and if declared by the board of directors of   
For-Profit CBOT, cumulative dividends payable quarterly, in the form determined 
by the board of directors of For-Profit CBOT. We currently anticipate that the  
dividends will be paid in the form of additional shares of Series A convertible 
preferred stock for the foreseeable future. The Series A convertible preferred  
stock will rank prior to the common stock of For-Profit CBOT, including the     
Class A common stock and the Class B common stock, with respect to dividends    
and payments made upon liquidation of For-Profit CBOT.                          

Each share of Series A convertible preferred stock will be convertible, at
the holder's option, into shares of Class A common stock of For-Profit CBOT, at 
any time following the first to occur of a qualified underwritten public        
offering of Class A common stock or a qualified public offering of equity       
interests in the company conducting our electronic trading business. Each share 
of Series A convertible preferred stock will be convertible into a number of    
shares of For-Profit CBOT's Class A common stock having a total value,          
determined pursuant to the terms of the Series A convertible preferred stock,   
as of the public offering equal to the liquidation value of such share of       
Series A convertible preferred stock, plus accrued but unpaid dividends         
thereon.                                                                        

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 The Series A convertible preferred stock will be redeemable or exchangeable
by For-Profit CBOT at any time, in whole or in part, for cash, property or      
securities, including shares of Class A common stock or shares of capital stock 
of eCBOT, as determined by the board of directors of For-Profit CBOT. In        
addition, upon a separation of all or substantially all of the electronic       
trading business from For-Profit CBOT, whether by means of a spin-off, split-   
off or other transaction, For-Profit CBOT will be required to redeem or         
exchange all of the shares of Series A convertible preferred stock for cash,    
property or securities, including shares of Class A common stock or shares of   
capital stock of eCBOT, as determined by the board of directors of For-Profit   
CBOT.                                                                           

For more information about the Series A convertible preferred stock, see  
"Description of Capital Stock--Preferred Stock--Series A Convertible Preferred  
Stock."                                                                         

Fairness Opinions                                                               

  Our board of directors has received two fairness opinions from our financial
advisors in connection with the restructuring transactions--one opinion         
relating to the allocation of shares of Class A common stock among the members  
in connection with the demutualization and another opinion relating to the      
allocation of shares of Series A convertible preferred stock among the Ceres    
limited partners as merger consideration pursuant to the Ceres merger in        
connection with the reorganization of our electronic trading business.          

Neither of these two fairness opinions addresses the value of the CBOT or 
the memberships before or after completion of the restructuring transactions,   
or the fairness of the consideration to be received by CBOT members in respect  
of their memberships in connection with the restructuring transactions. See     
"Risk Factors--Risk Factors Relating to the Restructuring Transactions--We Have 
Not Determined or Received Any Opinion Regarding the Value of the CBOT Before   
or After the Restructuring Transactions or the Value of the Securities You Will 
Receive in the Restructuring Transactions Compared to the Value of the          
Memberships You Currently Own."                                                 

William Blair Fairness Opinion                                                

Since no mechanism currently exists in our certificate of incorporation,  
bylaws or rules or regulations for allocating ownership in our organization     
among the members in connection with a restructuring such as the restructuring  
transactions, our board of directors appointed an Independent Allocation        
Committee, composed solely of public or independent directors of the board, to  
determine and recommend to the full board a fair allocation of equity in the    
for-profit corporation among members.                                           

William Blair & Company, L.L.C. was retained by the Independent Allocation
Committee and the board of directors to deliver a written opinion as to the     
fairness, from a financial point of view, of the allocation of shares of Class  
A common stock of For-Profit CBOT among the members in respect of their         
memberships in connection with the restructuring transactions. The opinion,     
dated January 16, 2001, states that, based upon and subject to the matters set  
forth in the opinion, the allocation of shares of Class A common stock of For-  
Profit CBOT among the members in respect of their memberships in connection     
with the restructuring transactions in the ratio of 5.0 : 1.0 : 0.5 : 0.06 :    
0.07 to each Full Member, Associate Member, GIM, IDEM and COM, respectively, is 
fair, from a financial point of view, to each of the five classes of members.   
The full text of the William Blair fairness opinion is attached as Appendix C-1 
to this document.                                                               

Arthur Andersen Fairness Opinion                                              

Arthur Andersen was retained by our board of directors and the board of   
directors of eCBOT to render a written opinion as to the fairness, from a       
financial point of view, to Ceres and each class of the limited partners of     
Ceres of the consideration to be received by each limited partner of Ceres in   
exchange for their respective limited partnership interests pursuant to the     
Ceres merger.                                                                   

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 The opinion, dated January 16, 2001, states that, based upon and subject to
the matters set forth in the opinion, the consideration to be received by each  
limited partner of Ceres in exchange for their respective limited partnership   
interests pursuant to the Ceres merger, is fair, from a financial point of      
view, to Ceres and each class of the limited partners of Ceres. The full text   
of the Arthur Andersen fairness opinion is attached as Appendix C-2 to this     
document.                                                                       

Ceres Valuation                                                                 

Arthur Andersen was also retained to provide a valuation of Ceres and its 
partnership interests. This valuation analysis will provide the basis for the   
use of the Series A convertible preferred stock of For-Profit CBOT as merger    
consideration and the allocation of the Series A convertible preferred stock    
among the Ceres limited partners in the Ceres merger.                           

As described in greater detail elsewhere in this document, Arthur Andersen
has determined the value of Ceres to be $29,400,000 as of December 31, 2000.    
The full text of the preliminary Ceres valuation analysis as of such date is    
attached as Appendix C-3 to this document.                                      

Arthur Andersen will provide us with its final valuation report, including
its valuation analysis of Ceres and the limited partnership interests as of     
such date, on a date reasonably proximate to the date of the completion of the  
Ceres merger. This report will be used to determine the actual number of shares 
of Series A convertible preferred stock to be issued to the Ceres limited       
partners pursuant to the Ceres merger.                                          

Differences in Rights                                                           

 Following the completion of the restructuring transactions, you will become
stockholders in, and members of, a Delaware stock, for-profit corporation and   
you will no longer be members of a Delaware nonstock, not-for-profit            
corporation. You should consider carefully the differences in your rights and   
obligations that will result from this change in structure before voting on the 
restructuring transactions.                                                     

Some of these differences arise from differences between the corporate law
applicable to the two different types of organizations. Other differences arise 
from choices that we have made in designing the certificate of incorporation    
and bylaws of For-Profit CBOT. We briefly summarize below some of the important 
differences in your rights and obligations that will result from completion of  
the restructuring transactions:                                                 

. Class A Voting. With the exception of certain matters reserved to the     
holders of Class B common stock as described below, holders of Class A  
common stock will be entitled to one vote per share with respect to all 
matters upon which stockholders of For-Profit CBOT will be entitled to  
 vote generally. Except as may otherwise be required by the certificate of
incorporation of For Profit CBOT, the terms of any preferred stock or   
Delaware law, the Class A common stock will be the only capital stock   
entitled to vote generally in the election of directors and on all other
matters presented to the stockholders of For-Profit CBOT. As a result of
the allocation of shares of Class A common stock among members in       
 connection with the restructuring transactions, the voting rights of Full
Members on such matters will be diluted relative to the voting rights of
Associate Members, GIMs, IDEMs and COMs.                                

. Class B Voting. The holders of Class B common stock will generally have   
 no voting rights, except that holders of Series B-1 and Series B-2 shares
of Class B common stock will have the right to approve changes to For-  
Profit CBOT's certificate of incorporation, bylaws and rules and        
 regulations that would adversely affect the core rights of Class B common
stockholders. Except as may otherwise be required by Delaware law,      
holders of Series B-1 and Series B-2 shares of Class B common stock will
 have the right to approve amendments to our certificate of incorporation,
bylaws and rules and regulations adversely affecting certain core rights
associated with the trading rights and privileges of Class B common     
stockholders, as described above under "--For-Profit CBOT Common Stock."
In voting on these matters, holders of Series B-1 shares of Class B     
common stock will be entitled to one vote per                           

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share and holders of Series B-2 shares of Class B common stock will be  
entitled to one-sixth of one vote per share. These voting powers are    
designed to replicate the current voting powers of Full Members and     
  Associate Members. Except as may otherwise be required by Delaware law, no
other holders of Class B common stock or holders of Class A common stock
will be entitled to vote on such matters.                               

. Class and Series Voting Rights. Under Delaware law, the holders of the    
outstanding shares of each class of For-Profit CBOT common stock,       
including the Class A common stock and the Class B common stock, will be
entitled to vote as a class on certain proposed amendments to the       
 certificate of incorporation, including any proposed amendment that would
alter or change the powers, preferences or special rights of the shares 
of such class so as to affect them adversely, as described elsewhere in 
this document. In addition, if any proposed amendment would alter or    
 change the powers, preferences or special rights of one or more series of
any class so as to affect them adversely, but not so affect the entire  
class, then only the shares of the series so affected will be considered
 a separate class for purposes of these special class voting rights. These
special class and series voting rights will result from the application 
of Delaware law as it applies to a stock, for-profit corporation.       

. Board of Directors. The For-Profit CBOT certificate of incorporation will 
provide that the current 18-director board will continue until a special
election, which we currently anticipate to be held as soon as reasonably
practicable following completion of the restructuring transactions. In  
connection with this special election, the size of the board will be    
reduced to nine directors, consisting of two independent directors, five
directors who are holders of Class B common stock and who meet the      
membership and eligibility requirements of For-Profit CBOT, one at-large
director and the chairman of the board. In addition, the board will be  
divided into three classes with staggered terms of office.              

. Committees. The number of committees of For-Profit CBOT will be reduced   
in order to further streamline its corporate governance structure. We   
 currently expect that For Profit CBOT will have a nominating committee of
 the board, an executive committee of the board, an audit committee of the
board and a compensation committee of the board. In addition to these   
committees, we currently anticipate that For-Profit CBOT will create or 
maintain certain non-board advisory committees and other non-board      
committees comprised of directors, officers and/or stockholders.        

. Substantial Elimination of the Petition Process. Currently, voting        
members of the CBOT have the right to vote on all amendments to the     
certificate of incorporation and bylaws, which include the rules of the 
 CBOT. In addition, members have the right to petition the board to call a
 special meeting of members for the purpose of voting on amendments to the
bylaws and rules. This process, together with certain other provisions, 
including those relating to the nomination procedures for elective      
officers and the annual election, constitute what is sometimes referred 
to as the "petition process" of the CBOT membership.                    

  In connection with the restructuring transactions, the petition process is
  being substantially eliminated, with the principal exception consisting of
  the preservation of certain core rights associated with the trading rights
   and privileges of Class B common stockholders with respect to which certain
special voting rights will be vested with the holders of Series B-1 and 
  Series B-2 shares of Class B common stock. As a result, the ability of the
   stockholders of For-Profit CBOT to participate in the day-to-day management
 and operations of For-Profit CBOT will be significantly reduced. In sharp
  contrast to the substantial rights of current CBOT members pursuant to the
petition process, stockholders of For-Profit CBOT will have rights more 
consistent with those of stockholders of a publicly held corporation.   

. Proceeds of Membership. Following completion of the restructuring         
transactions, absent extenuating circumstances, proceeds from the       
transfer of shares of Class A common stock will not be subject to the   
prior claims of the holders of Class B common stock unless and to the   
extent that such holders have otherwise perfected a security interest in
 the transferred shares of Class A common stock. The rules and regulations
of For-Profit CBOT will provide that the proceeds of any transfer of    
shares of Class B                                                       

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  common stock will be subject to the priority of payments provision that is
 currently applicable to the transfer of CBOT memberships. However, we are
not aware of any court that has considered the enforceability of such a 
 provision in the context of a security issued by a demutualized exchange.
   Accordingly, there is substantial uncertainty as to whether the priority of
payments provision would be enforced in accordance with its terms.      

. Dividends. Although nonstock, not-for-profit corporations are permitted   
to declare and pay dividends under Delaware law, dividends are a more   
typical feature of stock, for-profit corporations. For-Profit CBOT will 
have the ability to declare and pay dividends to its common stockholders
based on its "surplus" as defined under Delaware law. The board of      
directors of For-Profit CBOT will be able to determine, in its sole and 
absolute discretion, the time of declarations and payments, and the     
amounts, if any, of dividends on the common stock. Class A and Class B  
common stock will participate ratably in any dividend declared by the   
board of directors. It is not currently anticipated that For-Profit CBOT
will pay cash dividends on its common stock in the foreseeable future.  
Dividends will be payable on the Series A convertible preferred stock   
according to the terms of such stock.                                   

. Capital Stock. Under the terms of its certificate of incorporation, For-  
 Profit CBOT will be authorized to issue over 60,000,000 additional shares
of Class A common stock and up to 10,000,000 shares of preferred stock, 
in each case without stockholder approval. The certificate of           
incorporation will authorize the board of directors of For-Profit CBOT, 
without approval of the stockholders, to issue shares of preferred stock
from time to time in one or more series, to establish the number of     
shares to be included in each series and to fix the rights, preferences 
and privileges of the shares of each wholly unissued series as well as  
any qualifications, limitations or restrictions.                        

. Change of Control Provisions. For-Profit CBOT's certificate of            
incorporation and bylaws will contain a number of provisions that may   
have the effect of encouraging persons considering unsolicited tender   
 offers or other unilateral takeover proposals to negotiate with the board
of directors rather than pursue non-negotiated takeover attempts. The   
provisions will include, among other things:                            

. a classified or staggered board;                                  

. advance notice requirements for stockholder proposals;            

. application of the Delaware anti-takeover statute;                

   . a requirement that special meetings of the stockholders of For-Profit
      CBOT be called by only the chairman of the board, the president or the
board of directors;                                             

    . a prohibition on the ability of stockholders to take action by written
consent; and                                                    

. a requirement that any stockholder proposal to amend the bylaws be
      approved by at least two-thirds of the voting power of all outstanding
     shares of capital stock entitled to vote generally in the election of
directors.                                                      

In addition, we currently anticipate that For-Profit CBOT would be asked  
to consider, and may adopt, a stockholder rights plan or "poison pill" in 
connection with any underwritten public offering of its common stock. We  
have no current plan or intention to conduct such an offering.            

 For more information about the differences in the rights and obligations of
CBOT members and For-Profit CBOT stockholders, see "Comparison of the Rights of 
Members of the CBOT and Stockholders of For-Profit CBOT."                       

Transfer Restrictions                                                           

  The shares of Class A common stock will be subject to a complete restriction
on transfer for the first 180 days following the completion of the              
restructuring transactions, except that, generally speaking, during this        
period, stockholders may transfer all, but not less than all, of the shares of  
Class A common stock associated                                                 

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with a share of Class B common stock if all such shares of Class A common       
stock are transferred together with the associated share of Class B common      
stock. The certificate of incorporation of For-Profit CBOT will grant           
authority to the board of directors to remove or reduce this restriction on     
transfer of the Class A common stock if it determines, in its sole and          
absolute discretion, that such action is appropriate.                           

Although the shares of Class B common stock generally will not be subject 
to any transfer restrictions, the exercise of the trading rights and            
privileges associated with the Class B common stock will be subject to          
substantially the same application and approval process that currently applies  
to CBOT membership candidates. Under that process, any adult, other than an     
employee of For-Profit CBOT, of good character, reputation, financial           
responsibility and credit will be eligible for election to membership in For-   
Profit CBOT. Candidates will be reviewed to determine whether they meet         
applicable membership requirements in accordance with the rules and             
regulations of For-Profit CBOT.                                                 

The shares of Series A convertible preferred stock generally will not be  
subject to any transfer restrictions.                                           

In addition to the restrictions discussed above, shares of Class A common 
stock, Class B common stock and Series A convertible preferred stock received   
in connection with the restructuring transactions by "affiliates" may be        
resold only pursuant to further registration under the Securities Act or in     
transactions that are exempt from registration under the Securities Act.        

For more information, see "Shares Eligible for Future Sale."              

U.S. Federal Income Tax Consequences                                            

We are seeking a ruling from the IRS to the effect that, for U.S. federal 
income tax purposes, you will not recognize any gain or loss strictly as a      
result of receiving shares of Class A common stock and Class B common stock in  
For-Profit CBOT in connection with the restructuring transactions. Assuming     
this non-recognition treatment, the tax basis in your membership will carry     
over to your common stock. Receipt of the IRS ruling is a condition to our      
obligation to complete the restructuring transactions.                          

We anticipate that the receipt of Series A convertible preferred stock by 
the limited partners of Ceres in connection with the reorganization of our      
electronic trading business will be tax-free to such limited partners. We       
further anticipate that the conversion of the Series A convertible preferred    
stock into Class A common stock of For-Profit CBOT pursuant to its terms would  
also be tax-free, except to the extent of any shares that are received for      
accrued and unpaid dividends on such Series A convertible preferred stock.      
Dividends on the Series A convertible preferred stock paid in the form of       
additional shares of Series A convertible preferred stock will be taxable to    
the same extent as if they were paid in cash.                                   

 For more information, see "Material U.S. Federal Income Tax Consequences of
the Restructuring Transactions."                                                

Accounting Matters                                                              

The accounting treatment of certain aspects of the restructuring          
transactions will be similar to a "pooling-of-interests." Under this method of  
accounting, no gain or loss will be recognized, and the assets and liabilities  
of CBOT will appear on the books of For-Profit CBOT at their same recorded      
amounts. For more information, see "The Restructuring Transactions--Accounting  
Matters."                                                                       

Regulatory Matters                                                              

The completion of the restructuring transactions is subject to our receipt
of any approvals required by the CFTC in connection with the proposed changes   
to our certificate of incorporation, bylaws and rules and                       

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regulations that will be made in connection with the restructuring transactions 
and confirmation by the CFTC that implementation of the restructuring           
transactions will not have a material adverse effect on our current contract    
market designation.                                                             

In addition, the restructuring transactions may be subject to certain     
regulatory requirements of other state, federal and foreign governmental        
agencies and authorities. We are currently working to evaluate and comply in    
all material respects with these requirements and do not currently anticipate   
that they will delay completion of the restructuring transactions.              

For more information, see "The Restructuring Transactions--Regulatory     
Matters."                                                                       

Conditions to Completing the Restructuring Transactions                         

We will not be obligated to complete the restructuring transactions unless
and until each of the following conditions has been satisfied:                  

.  the members of the CBOT have approved each of the three propositions     
 being submitted for their approval in connection with the restructuring
transactions;                                                         

.  we have received a favorable ruling from the IRS, in form and substance  
satisfactory to our board of directors, relating to the restructuring 
transactions;                                                         

.  we have received any approvals required by the CFTC in connection with   
  changes to our corporate governance structure and we have confirmed with
 the CFTC that implementation of the restructuring transactions will not
have a material adverse effect on our current contract market         
designation, and we have received any other governmental or regulatory
approvals and authorizations determined by us to be necessary;        

.  we have received each required material third party consent;             

.  there is no court order or other regulation prohibiting or restricting   
the restructuring transactions; and                                   

.  our board of directors has not determined that the restructuring         
transactions are no longer in the best interests of the CBOT and its  
members or that the restructuring transactions are not fair to each   
class of CBOT membership.                                             

For more information, see "The Restructuring Transactions--Conditions to  
Completing the Restructuring Transactions."                                     

Market for Shares; Stock Exchange Listing                                       

 No market presently exists for the Class A common stock, the Class B common
stock or the Series A convertible preferred stock. We currently expect that a   
market for the shares of Class B common stock will develop that is similar to   
the current market for CBOT memberships. The current markets for memberships    
should facilitate the development of new markets for the corresponding series   
of Class B common stock. A market for shares of Class A common stock may        
develop following the expiration of any applicable restrictions on transfer.    
However, we cannot provide any assurances in this regard. A market for shares   
of Series A convertible preferred stock may develop, but we cannot provide any  
assurances in this regard.                                                      

We have no current plans to list the Class A common stock, the Class B    
common stock or the Series A convertible preferred stock on any stock exchange. 

Risk Factors                                                                    

There are significant risks associated with the restructuring transactions
that you should consider very carefully. These risks include, among other       
things, our ability to implement in a timely and successful manner changes to   
our organizational and corporate governance structure that are required in      
order to operate more                                                           

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efficiently. Although we have a long history of operating as a successful       
member-owned institution, significant changes will be required in the manner in 
which we evaluate and undertake activities. For more information about these    
and other risks, see "Risk Factors" beginning on page 15 below.                 

Matters To Be Approved; Vote Required                                           

Full Members and Associate Members are being asked to approve the         
restructuring transactions described in this document, including the approval   
and adoption of an amended and restated certificate of incorporation, which     
will facilitate the demutualization of the CBOT and modernize certain aspects   
of our corporate governance structure, the approval and adoption of amended and 
restated bylaws, which will modernize certain other aspects of our corporate    
governance structure, and the approval of all other matters relating to the     
restructuring transactions, including the reorganization of our electronic      
trading business. Unless all three of these propositions are approved, the      
restructuring transactions will not have been approved by the members and,      
accordingly, will not be completed.                                             

The restructuring transactions will be approved if Full Members and       
Associate Members as of the close of business on      , 2001, 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 each of the three propositions being 
submitted for their approval in connection with the restructuring transactions. 
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  
restructuring transactions.                                                     

 For more information, see "Special Meeting and Proxy Information--Available
Votes; Required Vote."                                                          

Absence of Appraisal Rights                                                     

 Members who object to the restructuring transactions will have no appraisal
rights under Delaware law. If the restructuring transactions are completed and  
regardless of whether you voted for or against the restructuring transactions,  
your membership in the CBOT will be eliminated and you will receive shares of   
common stock of For-Profit CBOT as described in this document.                  

For more information, see "The Restructuring Transactions--Absence of     
Appraisal Rights."                                                              

Board Recommendation                                                            

Our board of directors has determined that the restructuring transactions 
are in the best interests of the CBOT and its members and that the              
restructuring transactions are fair to each class of CBOT membership. Our board 
of directors has approved the restructuring transactions and recommends that    
you vote "FOR" approval of each of the three propositions being submitted for   
your approval in connection with the restructuring transactions.                

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SUMMARY CONSOLIDATED FINANCIAL DATA 

  The following table sets forth a summary of consolidated financial and other
information for the CBOT. The balance sheet data as of December 31, 2000 and    
1999 and operating data for each of the three years in the period ended         
December 31, 2000, respectively, have been derived from the audited             
consolidated financial statements and related notes included elsewhere in this  
document. The balance sheet data as of December 31, 1998, 1997 and 1996 and     
operating data for each of the two years ended December 31, 1997 and 1996 have  
been derived from the audited consolidated financial statements and related     
notes not included in this document. The information set forth below should be  
read in conjunction with "Management's Discussion and Analysis of Financial     
Condition and Results of Operations," the consolidated financial statements and 
the related notes, the unaudited pro forma condensed consolidated financial     
statements and other financial information included elsewhere in this document. 

                                                                [Download Table]

                                         Year Ended December 31,               
                               ------------------------------------------------
                                 2000      1999      1998      1997      1996  
                               --------  --------  --------  --------  --------
                                 (dollars in thousands, except per share       
                                                  data)                        
                                                                               
Operating Data                                                                 
 Total revenues............... $212,919  $202,896  $205,238  $175,385  $154,578
 Operating expenses...........  215,546   214,529   188,320   148,186   123,808
                               --------  --------  --------  --------  --------
     Income (loss) from                                                        
      operations..............   (2,627)  (11,633)   16,918    27,199    30,770
 Other income and expenses                                                     
   Interest income............    1,242     1,052     1,947     2,090     1,986
   Interest expense...........    6,773     6,774     7,170     6,483       -- 
                               --------  --------  --------  --------  --------
     Income (loss) before                                                      
      income taxes and                                                         
      cumulative effect of                                                     
      change in accounting                                                     
      principle...............   (8,158)  (17,355)   11,695    22,806    32,756
 Provision (benefit) for                                                       
  income taxes................    2,785    (2,895)    5,051     6,147    13,109
                               --------  --------  --------  --------  --------
   Income (loss) before                                                        
    cumulative effect of                                                       
    change in accounting                                                       
    principle.................  (10,108)  (14,460)    6,644    16,659    19,647
 Cumulative effect of change                                                   
  in accounting principle--                                                    
  net of tax benefit of                                                        
  $2,026(1)...................      --      2,920       --        --        -- 
                               --------  --------  --------  --------  --------
     Income (loss) before                                                      
      minority interest.......  (10,108)  (17,380)    6,644    16,659    19,647
 Minority interest in                                                          
  (income) loss of                                                             
  subsidiaries................      --      6,933       (38)   (6,995)      -- 
                               --------  --------  --------  --------  --------
     Net income (loss)........ $(10,108) $(10,447) $  6,606  $  9,664  $ 19,647
                               ========  ========  ========  ========  ========
Balance Sheet Data                                                             
 Total assets................. $372,194  $373,379  $400,971  $397,449  $355,585
 Total liabilities............  180,874   172,405   183,396   193,538   160,765
 Short-term borrowings........   18,014     6,500       --      1,662    14,357
 Long-term debt...............   64,286    87,500    99,000   105,000    76,166
 Total equity ................  191,320   200,974   211,047   203,911   194,820
Proforma Data (2)                                                              
 Total assets.................  372,194   373,379   400,971  $397,449  $355,585
 Total liabilities............  180,874   172,405   183,396   193,538   160,765
 Short-term borrowings........   18,014     6,500       --      1,662    14,357
 Long-term debt...............   64,286    87,500    99,000   105,000    76,166
 Total equity.................  191,320   200,974   211,047   203,911   194,820
 Net income (loss)............  (10,108)  (12,155)    8,459    16,704    19,647
 Net income (loss) per share..    (0.31)    (0.36)     0.16      0.42      0.44
Other Data                                                                     
 Current ratio (3)............     0.71      1.02      1.41      1.42      1.15
 Working capital (deficit).... $(24,149) $  1,067  $ 18,574  $ 18,457  $  7,729
 Capital expenditures.........   38,497    25,165    26,985    48,529    90,393
 Times interest earned (4)....      N/A       N/A      2.63      4.52       N/A
 Number of full time                                                           
  employees at end of                                                          
  period......................      711       846       853       805       811
 Sales price per Full CBOT                                                     
  membership                                                                   
   High....................... $    642  $    632  $    780  $    857  $    690
   Low........................ $    255       400       384       660       531

-------                                                                         
(1) In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, Reporting on  
the Costs of Start-Up Activities. SOP 98-5 requires that start-up       
activities be expensed as incurred. Previously, start-up activities were
capitalized and amortized.                                              
(2) Reflects (a) the conversion of members' equity to common stock of For-      
  Profit CBOT and (b) the issuance of 264,600 shares of Series A convertible
 preferred stock valued at $26,460,000 to the limited partners of Ceres in
  exchange for their limited partnership interests based on the December 31,
2000 valuation of Ceres.                                                
(3) Equals current assets divided by current liabilities.                       
(4) Equals the sum of income (loss) before provision (benefit) for income taxes 
plus interest expense, divided by interest expense.                     

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RISK FACTORS

 If the restructuring transactions are completed, you will receive shares of
common stock of For-Profit CBOT and may receive, to the extent that you are     
also a limited partner of Ceres, shares of Series A convertible preferred stock 
of For-Profit CBOT. Therefore, you should carefully consider each of the        
following risks and uncertainties, and all other information set forth in this  
document, before deciding whether to vote for or against the restructuring      
transactions. The following risks relate principally to:                        

. the restructuring transactions, particularly the demutualization;     

. our business in general and the industry in which we operate;         

. regulations applicable to our business and litigation in which we     
are, or may be, involved; and                                       

. changes in our corporate governance structure that will be            
implemented as part of the restructuring transactions.              

You should be aware that the risks and uncertainties described below are not    
the only risks and uncertainties we are facing or will face in the future.      
Additional risks and uncertainties not presently known to us or that we         
currently believe to be immaterial may also adversely affect our business.      

This document contains forward-looking statements that involve risks and  
uncertainties. The results of For-Profit CBOT could differ materially from      
those anticipated in these forward-looking statements as a result of certain    
factors, including the risks and uncertainties faced by For-Profit CBOT         
described below and elsewhere in this document.                                 

Risks Relating to the Restructuring Transactions                                

We are subject to the following risks in connection with the restructuring
transactions, particularly our demutualization into a stock, for-profit         
corporation. Certain other risks relating to changes in our governing documents 
in connection with the restructuring transactions are described below under "-- 
Risks Relating to Changes in Our Corporate Governance Structure."               

We Have No Internal Experience and Little Representative External Experience  
Upon Which to Rely in Operating as a For-Profit Exchange                        

We have been operating as a nonstock, not-for-profit corporation for the  
benefit of our members. As such, we have been a mutual organization focused on  
delivering member benefits and enhancing member opportunity at reasonable cost. 
After the restructuring transactions, For-Profit CBOT will be operated for the  
long-term benefit of its stockholders rather than solely for the purpose of     
delivering member benefits and enhancing member opportunity. Experience by our  
management in operating a for-profit exchange would assist us in dealing with   
the problems of changing to, and operating as, a for-profit exchange. The       
experience of others in operating a for-profit exchange would also assist us in 
identifying problems and possible solutions we may identify while operating as  
a for-profit exchange. However, our management has no experience and there is   
relatively little history or experience by other U.S. futures exchanges with    
for-profit operations. Consequently, our transition to for-profit operations    
will be subject to risks, expenses and difficulties that we cannot predict and  
may not be capable of handling in an efficient manner.                          

The Chicago Board Options Exchange Could Be Successful in Challenging the     
"Exercise Right," Which Allows Our Full Members to Obtain Trading Privileges at 
the Chicago Board Options Exchange, and the Exercise Right Could Be             
Extinguished or Terminated                                                      

Since 1972, when we created the Chicago Board Options Exchange, our Full  
Members have had a legal right to become members of that exchange at no         
additional cost. We sometimes refer to this right in this document as the       
"exercise right." Over the last year, the Chicago Board Options Exchange has    
stated publicly its view that, if consummated, the restructuring transactions   
would extinguish the exercise right under certain circumstances. In particular, 
it stated recently in a proposed rule change relating to the exercise right     
filed with the SEC that the exercise right will be terminated:                  

. for any Full Member, if that Full Member sells any of the shares of Class 
A common stock associated with a share of Class B common stock received 
in the restructuring transactions without also selling all of the other 
 shares of Class A common stock and the associated share of Class B common
stock;                                                                  

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. for all Full Members, if the CBOT expands electronic trading on the a/c/e 
system to allow non-members, i.e., persons who do not hold shares of    
Class B common stock, to trade directly; or                             

. for all Full Members, if CBOT members who exercise their right to become  
members of the Chicago Board Options Exchange are able to trade all of  
the CBOT's products and the Chicago Board Options Exchange's products   
simultaneously.                                                         

In a subsequent submission to the SEC relating to the proposed rule change, the 
Chicago Board Option Exchange took the position that after the restructuring    
transactions the CBOT will not be a membership corporation and therefore will   
not satisfy one of the conditions for retention of the exercise right under the 
1992 agreement. The Chicago Board Options Exchange further claimed that the     
a/c/e system gives our members who exercise the right to become Chicago Board   
Options Exchange members the ability to trade on the Chicago Board Options      
Exchange trading floor and through the CBOT at the same time, activity that the 
Chicago Board Options Exchange claims is incompatible with the exercise right.  
The Chicago Board Options Exchange also claimed that the exercise right may be  
terminated after completion of the restructuring transactions because certain   
non-trading rights, including voting rights, of the current Full Members of the 
CBOT will change in connection with the completion of the restructuring         
transactions.                                                                   

  If the SEC were to approve the proposed rule change, it is possible that the
exercise right could be extinguished or terminated for some or all Full Members 
or that such Full Members could be prevented from exercising the right in the   
future. If approved by the SEC, the Chicago Board Options Exchange's proposed   
rule change and the positions it has taken in connection with that rule change  
could materially adversely affect our ability or willingness to restructure or  
to conduct our existing electronic trading business in a competitive manner     
while still preserving the exercise right of our Full Members. For more         
information concerning the proposed rule change proceeding, see "Our Business-- 
Legal Proceedings--Chicago Board Options Exchange Litigation and Proposed Rule  
Change.                                                                         

In addition, as described above, the Chicago Board Options Exchange has   
taken the position that, after the completion of the restructuring              
transactions, the exercise right will be extinguished for any Full Member who   
does not hold all shares of common stock received in connection with the        
restructuring transactions, including the 25,000 shares of Class A common stock 
and the single Series B-1 share of Class B common stock. Accordingly, if you    
are a Full Member, you should give careful consideration to this matter before  
either transferring some or all of your shares of Class A common stock without  
all of your other shares of Class A common stock and your Series B-1 share of   
Class B common stock or transferring your Series B-1 share of Class B common    
stock without all of your shares of Class A common stock because the Chicago    
Board Options Exchange has taken the position that such transfers will cause    
the exercise right associated with the Series B-1 share of Class B common stock 
to be extinguished.                                                             

Because we believe that the Chicago Board Options Exchange's position     
violates a 1992 agreement between us and the Chicago Board Options Exchange,    
which addresses the exercise right, and because the exercise right is valuable  
to our Full Members, we initiated litigation in the Illinois Circuit Court      
against the Chicago Board Options Exchange intended to protect the exercise     
right. Although we cannot assure you that this litigation will be successful,   
we believe the Chicago Board Options Exchange's position is without merit and   
that it has in fact breached the 1992 agreement. For more information           
concerning the Illinois Circuit Court litigation, see "Our Business--Legal      
Proceedings--Chicago Board Options Exchange Litigation and Proposed Rule        
Change."                                                                        

As described further elsewhere in this document, we have recently entered 
into an agreement with the Chicago Board Options Exchange for the purpose of    
facilitating our discussions regarding possible settlement of this dispute.     
However, we can provide no assurances in this regard. For more information      
concerning this agreement, see "Our Business--Legal Proceedings--Chicago Board  
Options Exchange Litigation and Proposed Rule Change."                          

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The Chicago Board Options Exchange has historically been extremely        
aggressive in challenging the validity of the exercise right of our Full        
Members. We cannot assure you that it will not take other actions in the future 
to interfere with the exercise right or that it will not otherwise be           
successful in terminating the exercise right or preventing Full Members from    
exercising such right in the future. Furthermore, because the Chicago Board     
Options Exchange is attempting to impose new conditions on the exercise right   
pursuant to its proposed rule change with the SEC, we may take certain actions  
designed to preserve the exercise right, which could materially adversely       
affect our ability to execute our business strategies and achieve our business  
objectives.                                                                     

Certain Members Have Filed a Complaint in Illinois State Court Challenging the
Proposed Allocation of Shares in For-Profit CBOT                                

Certain Associate Members, GIMs, IDEMs and COMs have instituted litigation
in Cook County Circuit Court against certain individual Full Members and a      
proposed class of all Full Members alleging that the proposed allocation of     
equity in For-Profit CBOT as part of the restructuring transactions unfairly    
favors Full Members to the detriment of Associate Members, GIMs, IDEMs and      
COMs. The individual plaintiffs seek to represent a class of all Associate      
Members, GIMs, IDEMs and COMs, and have requested, among other things, that the 
court enjoin Full Members from voting in favor of the allocation contemplated   
by the restructuring transactions and that the court declare a fair and         
equitable allocation of shares among the members. Although we believe that the  
plaintiffs' position is without merit, we cannot provide any assurances as to   
the outcome of this matter or that the plaintiffs will not succeed in           
preventing or delaying the vote which is the subject of this proxy solicitation 
or in altering the proposed allocation of equity in the restructuring           
transactions. Additionally, we cannot assure you that the plaintiffs will not   
attempt to pursue other remedies, such as damages, in the event that the        
restructuring transactions are completed on the terms proposed in this          
document. For more information, see "Our Business--Legal Proceedings--Minority  
Member Litigation."                                                             

We Have Not Determined or Received Any Opinion Regarding the Value of the CBOT
Before or After the Restructuring Transactions or the Value of the Securities   
You Will Receive in the Restructuring Transactions Compared to the Value of the 
Memberships You Currently Own                                                   

  We have not determined the value of the CBOT in its current form as a mutual
organization or its value as a for-profit corporation after the restructuring   
transactions, nor have we determined the value of the securities that will be   
issued in respect of memberships in the restructuring transactions. The         
fairness opinions that we have received from William Blair and from Arthur      
Andersen are limited in scope and do not address either of the foregoing        
valuation matters. Accordingly, we can give you no assurance that the value of  
For-Profit CBOT will be at least equal to the value of the CBOT as a mutual     
organization or that the value of the securities of For-Profit CBOT issued to   
you in the restructuring transactions will be at least equal to the value of    
the corresponding memberships in the CBOT that you currently own.               

The Allocation of the Equity in For-Profit CBOT Contains an Element of        
Uncertainty                                                                     

  The Independent Allocation Committee and our board of directors considered a
number of factors in determining the allocation of equity in For-Profit CBOT    
among the existing CBOT members in connection with the restructuring            
transactions. The Independent Allocation Committee based its conclusions on a   
combination of factors including, among other things, relative voting rights,   
relative liquidation rights, the allocation of partnership interests in         
connection with the formation of Ceres, membership or seat prices and contract  
volumes. There are other equity allocation methods that could be applied and,   
if applied, might produce different results. However, the Independent           
Allocation Committee and our board of directors have determined that the        
proposed allocation will accomplish a fair allocation of the Class A common     
stock in For-Profit CBOT among the members in respect of their memberships. See 
"The Restructuring Transactions--Independent Allocation Committee of the Board" 
for more information regarding the Independent Allocation Committee and the     
allocation methodology.                                                         

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Certain members of the CBOT have initiated litigation against certain Full
Members in the Cook County Circuit Court challenging our allocation             
determination. For more information regarding this litigation, see "--Certain   
Members Have Filed a Complaint in Illinois State Court Challenging the Proposed 
Allocation of Shares in For-Profit CBOT" above and "Our Business--Legal         
Proceedings--Minority Member Litigation."                                       

Your Voting Rights Will Change as a Result of the Restructuring Transactions  
and Full Members Will Experience Dilution in Their Relative Voting Powers       

As a result of the allocation of Class A common stock among members in    
connection with the restructuring transactions, Full Members will experience    
dilution of their voting power on general matters relative to the voting power  
of Associate Members, GIMs, IDEMs and COMs on such matters. This is a material  
change in your voting rights. Our current certificate of incorporation and      
bylaws provide that the Full Members are entitled to one vote per membership    
and Associate Members are entitled to one-sixth of one vote per membership on   
all matters subject to a membership vote, while GIMs, IDEMs and COMs do not     
have the right to vote on any matters. Upon completion of the restructuring     
transactions, except as otherwise required by the For-Profit CBOT certificate   
of incorporation, the terms of any preferred stock or Delaware law, each share  
of Class A common stock will have the right to vote on all matters upon which   
stockholders of For-Profit CBOT will be entitled to vote generally, other than  
certain limited matters for which the holders of Series B-1 and Series B-2      
shares of Class B common stock have voting power. Holders of Series B-1 and B-2 
shares of Class B common stock will generally be entitled to vote only on       
specified matters that would adversely affect certain core rights relating to   
the trading rights and privileges associated with the Class B common stock. To  
the extent that they remain holders of Class A common stock, GIMs, IDEMs and    
COMs, who do not currently have voting rights in the CBOT, will be entitled as  
Class A common stockholders to vote on all matters submitted to the             
stockholders of For-Profit CBOT for a vote, other than certain limited matters  
for which the holders of Series B-1 and B-2 shares of Class B common stock will 
have voting power. In addition, under Delaware law, holders of Class B common   
stock may under certain circumstances be entitled to a class or series vote in  
connection with certain amendments to the certificate of incorporation. See     
"Description of Capital Stock--Description of Common Stock--Special Class and   
Series Voting Rights." See "The Restructuring Transactions--Independent         
Allocation Committee of the Board" and "Description of Capital Stock."          

Your Relative Liquidation Rights Will Change as a Result of the Restructuring 
Transactions and Full Members and GIMs Will Experience Dilution in Their        
Relative Liquidation Rights                                                     

As a result of the allocation of Class A common stock among members in    
connection with the restructuring transactions, Full Members and GIMs will      
experience dilution of their liquidation rights in For-Profit CBOT relative to  
the liquidation rights of Associate Members, IDEMs and COMs. Our current        
certificate of incorporation and bylaws provide that the members would share in 
the proceeds upon liquidation in a ratio of 1.000 : 0.167 : 0.111 : 0.005 :     
0.005 to each Full Member, Associate Member, GIM, IDEM and COM, respectively.   
This represents an implied allocation among Full Members, Associate Members,    
GIMs, IDEMs and COMs as follows: 6.00 : 1.00 : 0.67 : 0.03 : 0.03. Upon         
completion of the restructuring transactions, For-Profit CBOT common            
stockholders will have the right to share in the proceeds of liquidation of     
For-Profit CBOT pro rata on the basis of the number of shares of common stock   
owned.                                                                          

Accordingly, upon completion of the restructuring transactions and without
giving effect to any conversion of Series A convertible preferred stock         
received by Ceres limited partners in exchange for their limited partnership    
interests or the nominal equity interests, including liquidation rights,        
represented by the Class B common stock, the proceeds upon liquidation would be 
shared among For-Profit CBOT common stockholders in accordance with the ratio   
used to allocate equity in For-Profit CBOT pursuant to the restructuring        
transactions, which is 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full Member,       
Associate Member, GIM, IDEM and COM, respectively. This will increase somewhat  
the liquidation rights of stockholders who are now Associate Members, IDEMs and 
COMs and will reduce in a corresponding manner the relative liquidation rights  
of stockholders who are now Full Members and GIMs. See "The Restructuring       
Transactions--Independent Allocation Committee of the Board" and "Description   
of Capital Stock."                                                              

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There is Substantial Uncertainty as to the Effect the Restructuring           
Transactions Will Have on the Application of Our Rule Concerning Claims Against 
the Proceeds of a Transfer of a Membership After the Restructuring Transactions 

Under our current rules and regulations, proceeds from the transfer of a  
membership are subject to certain prior claims of other members against the     
seller of that membership. After the restructuring transactions, there will be  
substantial uncertainty concerning the application of this rule in the context  
of a demutualized exchange. The restructuring transactions will result in the   
CBOT members becoming stockholders of a stock, for-profit corporation. Absent   
special circumstances, proceeds from the transfer of shares of Class A common   
stock will not be subject to the prior claims of the holders of Class B common  
stock unless and to the extent that such holders have otherwise perfected a     
security interest in the transferred shares of Class A common stock, such as by 
receiving a pledge of such shares. The rules and regulations of For-Profit CBOT 
will provide that the proceeds of any transfer of shares of Class B common      
stock will be subject to the priority of payments provision that is currently   
applicable to the transfer of CBOT memberships. However, we are not aware of    
any court that has considered the enforceability of such a provision in the     
context of a security issued by a demutualized exchange, including where the    
security is associated with membership trading rights and privileges.           
Accordingly, there is substantial uncertainty as to whether the priority of     
payments provision would be enforced in accordance with its terms. As a result, 
we cannot provide you any assurances as to the continued enforceability of this 
priority of payments provision after completion of the restructuring            
transactions.                                                                   

Our Business May Be Materially Adversely Affected if We Do Not Timely Complete
the Restructuring Transactions                                                  

If we fail to complete the restructuring transactions substantially in a  
timely fashion, our business may be materially adversely affected.              
Specifically, we believe that we would likely be significantly less capable of  
making decisions on important issues in an expeditious manner, responding       
rapidly to the technological innovations currently shaping the derivatives      
markets, maximizing the value of our organization or achieving the other        
benefits we expect to achieve in connection with the restructuring              
transactions, all of which are important to our business strategy. Although we  
currently plan to complete the restructuring transactions as promptly as        
reasonably practicable following satisfaction of all conditions, we cannot      
assure you as to whether or when implementation of the restructuring            
transactions will occur. This means that we cannot assure you that we will      
obtain the expected benefits or as to the timing of any such benefits. For more 
information about the restructuring transactions and the benefits we expect to  
achieve in connection with the restructuring transactions, see "The             
Restructuring Transactions--Background of the Restructuring Transactions--      
Reasons for the Restructuring Strategy."                                        

We May Incur Material, Unanticipated Costs in Connection with the             
Restructuring Transactions                                                    

We have already incurred substantial expenses in connection with the      
restructuring transactions and have planned for additional expenditures         
necessary for completion of the transactions. We may, however, incur additional 
significant costs and expenses greater than those we have planned for in        
connection with the restructuring transactions. We cannot assure you that these 
additional costs will not be material to our business.                          

We Will Be Unable to Complete the Restructuring Transactions Unless We Can    
Obtain a Favorable Ruling from the IRS                                          

We have designed and structured the restructuring transactions with the   
intention that neither the CBOT nor its members will recognize any gain or loss 
for U.S. federal income tax purposes in connection with the restructuring       
transactions. We filed a request for a ruling from the Internal Revenue Service 
on February 1, 2001 to the effect that neither the CBOT nor the individual      
members will recognize gain or loss as a result of the distribution of Class A  
common stock and Class B common stock in connection with the restructuring      
transactions. Because there is limited authority for the tax treatment of the   
demutualization aspect of our restructuring transactions, we cannot be sure     
that the IRS will issue the requested ruling or, if issued, that we will        
receive the requested ruling in the near future. Generally speaking, if the IRS 
issues a ruling, it is not                                                      

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received by the requesting company until at least four months after the initial 
filing of the ruling request. Moreover, this process can, under certain         
circumstances, take significantly longer. The receipt of a favorable IRS ruling 
relating to the restructuring transactions is a condition to our obligation to  
complete the restructuring transactions, and we will not complete the           
restructuring transactions unless and until we receive the ruling. Even if we   
do receive the requested ruling from the IRS, any significant delay in the      
implementation of the restructuring transactions caused by the IRS could        
jeopardize our ability to achieve the expected benefits of the restructuring    
transactions.                                                                   

We Will Be Unable to Complete the Restructuring Transactions Unless We Can    
Obtain Necessary Regulatory Approvals, Including from the Commodity Futures     
Trading Commission                                                              

  In order to complete the restructuring transactions, we currently anticipate
that the Commodity Futures Trading Commission will be asked to approve changes  
to our certificate of incorporation, bylaws and rules and regulations, and that 
the CFTC will be asked to confirm that implementation of the restructuring      
transactions will not have a material adverse effect on our current contract    
market designation. If these CFTC approvals and any other necessary regulatory  
approvals and authorizations cannot be obtained, we may not be able to complete 
the restructuring transactions and any delay in the implementation of the       
restructuring transactions caused by the CFTC or other regulators may           
jeopardize the expected benefits of the restructuring transactions. Generally   
speaking, we currently expect that it could take several months to receive the  
necessary approvals from the CFTC. We cannot assure you that the CFTC and other 
regulatory approvals will be obtained in connection with the restructuring      
transactions or, if obtained, that the approvals will be timely received.       

Class A Common Stockholders of For-Profit CBOT May Support Decisions That Are 
Contrary to the Interests of Class B Common Stockholders                        

 Following completion of the restructuring transactions, it will be possible
for persons who are not holders of Class B common stock, and therefore are not  
entitled to and do not utilize trading rights and privileges in For-Profit      
CBOT, to hold voting securities of For-Profit CBOT, either as a result of       
future capital raising activities, if any, or as a result of the sale or        
transfer of the shares of Class A common stock to be issued in the              
restructuring transactions after expiration of applicable transfer              
restrictions. In addition, the holders of shares of Class B common stock will   
not have the right to vote on matters upon which stockholders of For-Profit     
CBOT will be entitled to vote generally, including the right to elect           
directors. Because holders of Class A common stock may have solely an economic  
interest in For-Profit CBOT and no interest in the trading opportunities made   
available by the demutualized exchange, they may be more likely to seek to      
maximize the long-term enterprise value of For-Profit CBOT rather than to       
enhance the trading opportunities available to the holders of Class B common    
stock who meet the applicable membership and eligibility criteria. This could   
lead to decisions or outcomes that are contrary to the interests of Class B     
common stockholders.                                                            

The Absence of a Prior Public Market Limits Our Ability to Predict Whether and
to What Extent a Public Market Will Develop in Our Shares                       

  Immediately after the restructuring transactions, all of the common stock of
For-Profit CBOT will be held by the members of our organization. There will be  
no outside investors in For-Profit CBOT's common stock and no market for such   
stock at that time. Because we are not offering any shares to outside investors 
at this time, we have not undertaken the traditional marketing activities       
associated with bringing a company to the public markets. Moreover, we have no  
current plans to undertake such activities or to list our shares on a stock     
exchange. We do not know whether third parties will find our shares to be an    
attractive investment, or whether firms will be interested in making a market   
in our stock. Consequently, we cannot assure you that any trading market for    
any shares of our capital stock will develop or, if one or more develops, how   
strong it may be.                                                               

We Cannot Assure You That an Orderly Market in Our Common Stock Will Develop  

We have imposed transfer restrictions for the shares of Class A common    
stock, which will generally expire 180 days following completion of the         
restructuring transactions, in order to encourage the development of an orderly 
market in our common stock. We cannot give any assurance that these             
restrictions will achieve their                                                 

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intended purpose. In addition, if our stockholders sell a large number of       
shares of our common stock upon the expiration of some or all of the transfer   
restrictions, the market prices for our common stock could decline              
significantly.                                                                  

The Market Prices for Our Shares May Fluctuate Widely and Trade at Prices     
Below the Recent Price of the Memberships That the Shares Replace               

The market prices of the shares of Class A common stock, Class B common   
stock and Series A convertible preferred stock received by you in the           
restructuring transactions may fluctuate widely. Factors causing these          
fluctuations will include our perceived prospects, the prospects of the         
financial and futures industries and exchanges in general, differences between  
our actual financial and operating results and those expected by investors. In  
addition, the value of shares of Class B common stock is likely to be driven    
primarily by the perceived value, and the demand for, the related trading       
rights and privileges including, among other things, the Chicago Board Options  
Exchange exercise right. Changes in general economic or market conditions and   
broad market fluctuations may influence the market prices for our stock. As a   
result, the shares of Class A common stock, Class B common stock and Series A   
convertible preferred stock may trade at prices significantly below the price   
of the CBOT memberships and Ceres limited partnership interests in respect of   
which they were issued.                                                         

Holders of Series A Convertible Preferred Stock May Never Receive Shares of   
Class A Common Stock of For-Profit CBOT in Exchange for Their Series A          
Convertible Preferred Stock                                                     

In connection with the reorganization of our electronic trading business, 
members who hold limited partnership interests in Ceres will receive shares of  
For-Profit CBOT's Series A convertible preferred stock pursuant to the Ceres    
merger. One component of the overall value of the Series A convertible          
preferred stock will be the right of the holder to convert such stock into      
shares of Class A common stock of For-Profit CBOT at any time on or after the   
date on which either For-Profit CBOT or the company operating our electronic    
trading business completes a qualified underwritten public offering of its      
common stock. In addition, we may redeem or exchange all or part of the Series  
A convertible preferred stock at any time, and we will be required to redeem or 
exchange all of the Series A convertible preferred stock upon the separation of 
the electronic trading business from For-Profit CBOT. In each case, the         
redemption or exchange, as applicable, may be for any of cash, property or      
securities, including shares of Class A common stock or shares of capital stock 
of eCBOT, as determined by the board of directors of For-Profit CBOT. For more  
information regarding this convertibility feature and the redemption and        
exchange terms, see "Description of Capital Stock--Preferred Stock--Series A    
Convertible Preferred Stock." However, we currently have no plan to take any    
action that would give rise to any such conversion right or redemption or       
exchange obligation with respect to the Series A convertible preferred stock,   
and we cannot assure you that we will ever take any such action. In addition,   
even if the Series A convertible preferred stock becomes convertible, the board 
of directors of For-Profit CBOT may elect to redeem or exchange such shares for 
consideration other than shares of Class A common stock. As a result, holders   
of Series A convertible preferred stock may never have the opportunity to       
obtain shares of Class A common stock in exchange for their shares of Series A  
convertible preferred stock.                                                    

Risks Relating to Our Business                                                  

Our business, and the value of the stock to be issued by For-Profit CBOT, 
are subject to the following risks, which include risks relating to the         
industry in which we operate.                                                   

We May Be Unable to Meet Our Future Capital and Liquidity Requirements        

Due primarily to lower than historical volumes in our open outcry trading 
market and the significant capital expenditures relating to the development and 
launch of our newly established electronic trading system and the support of    
our open outcry system, we had a working capital deficit for year-end 2000 of   
about $24 million. We cannot assure you that we will be able to meet our future 
capital expenditure requirements or that                                        

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we will be able to secure any additional financing to meet our working capital  
and capital expenditure requirements. For more information regarding these and  
other factors affecting our liquidity, see "Management's Discussion and         
Analysis of Financial Condition and Results of Operations--Liquidity and        
Capital Resources."                                                             

As a Result of Reductions in Our Workforce, We May Lack Sufficient Personnel  
to Run For-Profit CBOT                                                          

We have experienced a significant reduction in staffing over the last two 
years. In 2000, the number of our employees decreased by 143, which             
represented about a 16% reduction in our total workforce. We cannot assure you  
that we will be able to successfully run our business with this reduced number  
of employees. We may desire or need to recruit additional employees. However,   
we cannot assure you that we can successfully recruit these persons.            

Our Decision to Operate Both Pit-Based, Open Outcry Trading and Electronic    
Trading, Including Our Commitment to Maintain Open Outcry Markets, May          
Materially Adversely Affect Our Operating Costs, Markets and Profitability.     

It is expensive in terms of costs and management and other resources to   
continue operating two trading systems for the same products. Our current       
business strategy involves the operation of both pit-based, open outcry         
trading and electronic trading systems for our products. In addition, the       
certificate of incorporation of For-Profit CBOT will contain a provision        
requiring For-Profit CBOT to maintain current open outcry markets so long as    
each such market is deemed liquid under the terms of the certificate of         
incorporation unless the discontinuance of any such market is approved by the   
holders of Series B-1 and Series B-2 shares of Class B common stock. As a       
result, we will be obligated under the terms of our certificate of              
incorporation to provide financial and other support to these markets. We may   
not have sufficient resources to adequately fund or manage both trading         
systems. This may result in resource allocation decisions that adversely        
impact one or both systems. Also, if we continue to operate both trading        
systems, liquidity on each may be less than the liquidity on a competitive      
unified trading system, making our trading systems less attractive and less     
competitive. As a result, our total revenues may be lower than if we operated   
only open outcry trading or only electronic trading. Moreover, to the extent    
that we continue to operate two trading systems, our board and management may   
make decisions which are designed to enhance the continued viability of two     
separate trading systems. These decisions may have a negative impact on the     
overall competitiveness of each trading system.                                 

We are Subject to Certain Risks Associated with the Globalization of Our      
Business                                                                        

We expect that the expansion of our electronic markets will increase the  
portion of our business that is generated from outside the United States. We    
have entered into a strategic alliance with the Eurex Group, a Swiss-German     
group that operates the world's largest derivatives exchange, and that          
alliance may be expanded to include other exchanges inside and outside the      
United States. The globalization of our business presents a number of inherent  
risks, including, among other things, the following:                            

. potential difficulty of enforcing agreements and collecting receivables   
through certain foreign legal systems;                                  

. the evolving global tax treatment of electronic commerce, and the         
possibility that foreign governments could adopt onerous or inconsistent
tax policies with respect to taxation of products traded on our markets 
or of the services that we provide;                                     

. tax rates in certain foreign countries may exceed those of the United     
 States and foreign earnings may be subject to withholding requirements or
the imposition of tariffs, exchange controls or other restrictions;     

. listed derivatives markets are regulated in most developed nations, and   
it may be impractical for us to secure or maintain the regulatory       
approvals necessary for our markets to be accessible from one or more   
nations;                                                                

. certain of our expenses are denominated in foreign currencies, including  
 expenses relating to the a/c/e system denominated in euros, which exposes
us to the risk of fluctuating exchange rates and we may not fully       
eliminate this risk through our hedging activity;                       

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. general economic and political conditions in the countries from which our 
 markets are accessed may have an adverse effect on our trading from those
countries; and                                                          

. it may be difficult to enforce our intellectual property rights in        
certain foreign countries.                                              

 As we expand our business globally, our success will be dependent, in part,
on our ability to anticipate and manage these and other risks effectively. We   
cannot assure you that these and other factors will not have a material adverse 
effect on our business as a whole.                                              

We May Not Be Successful in Executing our Electronic Trading Strategy         

We have committed substantial resources to develop our electronic trading 
capabilities. Together with the Eurex Group, we recently implemented the a/c/e  
system for electronic trading. In implementing this system, we balanced the     
desire to maximize system functionality against the associated costs, in both   
capital expenditure and time to market. While we believe these decisions will   
benefit our electronic trading capabilities, we cannot assure you these         
initiatives will be successful. For instance:                                   

. contract volume may be lower than the break-even volume on which we       
budgeted costs for the a/c/e system, either because overall volume was  
lower than our projections, because the portion of volume traded        
electronically was lower than we projected or because our market share  
was lower than we projected;                                            

. holders of Class B common stock and other stockholders in For-Profit CBOT 
who may have an interest in retaining open outcry trading, may be       
successful in voting to block the further execution of aspects of our   
electronic trading strategy that could involve changes that would       
adversely affect the core rights of the Class B common stock that       
otherwise must be approved by the holders of Series B-1 and Series B-2  
shares of Class B common stock;                                         

. competitors that offer systems capable of 24-hour trading, with world-    
wide capacity and greater access to customers may gain a competitive    
advantage over the a/c/e system, which has not yet achieved this        
capability; and                                                         

. users may prefer the features and technology of other systems or products 
of other exchanges over ours.                                           

We Are Subject to Certain Risks Relating to the Operation of an Electronic    
Trading Market                                                                

The foundation of our electronic trading strategy is our alliance with the
Eurex Group. We have a perpetual license to use the base software and, with     
Deutsche Borse AG and the Swiss Stock Exchange, we own and have the right to    
use certain modifications to that software. If our alliance with the Eurex      
Group is terminated, our agreements provide for the provision of transition     
services while we find another technology platform and/or provider. However, we 
cannot assure you that we would be able to replace this technology in a timely  
or cost-effective manner. In addition, we cannot assure you that the Eurex      
Group would provide such transition services if the alliance is terminated as a 
result of a party's breach of such agreements.                                  

We are subject to risks relating generally to the provision of electronic 
transaction services which include our failure or inability to:                 

. purchase, develop or implement new, enhanced or updated versions of       
electronic trading software;                                            

. attract independent software vendors to write front-end software that     
effectively accesses our electronic trading system;                     

. increase the number of devices, e.g., trading and order routing           
terminals, capable of sending orders to our floor and to our electronic 
trading system; and                                                     

. respond effectively to technological developments or service offerings by 
competitors.                                                            

If our electronic trading operations are not successful, our business or future 
financial condition or operating results could be materially adversely          
affected.                                                                       

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Because We Do Not Control the Joint Venture, We Are Dependent Upon the        
Cooperation of Our Joint Venture Partners                                       

  Our alliance with the Eurex Group involves significant risks. We cannot give
any assurance that the Eurex Group will share our views or long-term strategic  
goals with respect to the development of electronic trading. The joint venture  
operating agreement is not yet signed and is not likely to be finished until    
decisions are made regarding its structure and functions. Although we have a    
perpetual license to the base software and, with Deutsche Borse AG and the      
Swiss Stock Exchange, own and have the right to use certain modifications to    
the software that have been created to the present date, the alliance has       
outsourced the operation of the system to Deutsche Borse Systems AG, a          
subsidiary of Deutsche Borse AG. As a result, we will also be dependent upon    
our venture partners for the day-to-day operation of the a/c/e system.          

Our Decision Not to Fund the Development of Certain Upgrades to the a/c/e     
System Could Significantly Harm Our Electronic Trading Operations               

A principal objective of the agreements relating to our alliance with the 
Eurex Group is the development of updates and enhancements to the common source 
code for the software that operates the electronic markets of the CBOT and      
Eurex. The parties' general agreement to share the cost of this development and 
to deploy sufficient resources to achieve this objective is subject to a        
party's unilateral right to decline to accept and pay for an enhancement, in    
which case it would forego the right to use that enhancement until it           
reimburses the other party for one-half of the costs relating to the            
development of the update. We were granted a perpetual royalty-free license to  
the Eurex Release 2.0 software on October 1, 1999, and we have paid for or      
agreed to pay for certain other modifications that have been made to the        
software since September 1998.                                                  

Our financial resources have been depleted as a result of, among other    
things, lower trading volumes in 2000 and the substantial expenditures          
necessary to launch and operate the a/c/e system and support our open outcry    
system. In order to conserve our financial resources and as a result of our     
belief that the expected benefits would not justify the costs, we have declined 
to participate in the development of the next release of the a/c/e software,    
a/c/e Release 2.0. We understand that the Eurex Group is proceeding on its own  
with the development of this release. We believe that the CBOT and the Eurex    
Group are not obligated by the agreements between the parties to jointly fund   
the development of any particular enhancement. If we later elect to use         
enhancements contained in a/c/e Release 2.0., we will be obligated to reimburse 
Deutsche Borse AG and the Swiss Stock Exchange for one-half of the development  
costs of those enhancements. The Eurex Group has taken the position that our    
agreements with them require Ceres to participate in the joint development of   
a/c/e Release 2.0 and formally invoked the dispute resolution procedure         
established under these agreements in connection with this issue. The parties   
have commenced discussions to attempt to resolve this and other issues, but no  
assurance can be made about whether, when or how this issue will be resolved.   
For your information on this issue, see "Our Business--Execution Facilities--   
Electronic Trading."                                                            

Intense Competition Could Materially Adversely Affect Our Market Share and    
Financial Performance                                                           

The futures industry is highly competitive. Many of our competitors and   
potential competitors are more established or have greater financial resources  
than we do. We expect that competition will intensify in the future as a result 
of continuing consolidation in the futures exchange industry and the increasing 
automation of risk management services. Many of our competitors also have       
greater marketing capabilities and financial, technological and personnel       
resources.                                                                      

  Competitive pressures may cause us to re-evaluate our current business model
and strategy. For example, in an industry where substantially all derivatives   
are traded electronically, the concept of an open outcry                        

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exchange, including the services we provide and our sources of revenue, may     
change swiftly and substantially. Increased development of the electronic       
trading markets could increase substantially competition for some or all of the 
products and services we currently provide.                                     

In addition, our competitors may:                                         

. respond more quickly to competitive pressures due to their corporate      
governance structures, which may be more flexible and efficient than our
corporate-governance structure;                                         

. develop similar products that are preferred by our customers;             

. develop non-traditional alternative risk transfer products that compete   
with our products;                                                      

. price their products and services more competitively;                     

. develop and expand their network infrastructures and service offerings    
more efficiently;                                                       

. adapt more swiftly to new or emerging technologies and changes in client  
requirements;                                                           

. utilize better, more user-friendly and more reliable technology;          

. take greater advantage of acquisitions, alliances and other               
opportunities;                                                          

. more effectively market, promote and sell their products and services;    

. better leverage existing relationships with clients and strategic         
partners or exploit better recognized brand names to market, distribute 
and sell their services; and                                            

. exploit regulatory disparities between traditional, regulated exchanges   
 and alternative markets that benefit from a reduced regulatory burden and
a lower-cost business model.                                            

 Our current and prospective competitors are numerous and include securities
exchanges, futures and options exchanges, market data and information vendors,  
electronic communications networks, crossing systems and similar entities,      
consortia of large customers and some of our clearing member firms and          
interdealer brokerage firms. We may also face competition from computer         
software companies and media and technology companies. The number of businesses 
providing Internet-related financial services, which are sometimes referred to  
as "e-commerce" businesses, has grown rapidly, and other companies have entered 
into, or are forming, joint ventures or consortia to provide services similar   
to those provided by us. Further, many of our competitors are already for-      
profit companies with more modern corporate governance structures that enable   
them to make decisions more quickly and efficiently and enhance their overall   
competitiveness. For more information concerning the competitive nature of our  
industry and the challenges we face, see "Our Business--Competition."           

We Are Dependent Upon the Clearing Services of the Board of Trade Clearing    
Corporation                                                                   

Currently, all of the contracts traded on the CBOT and on our wholly owned
subsidiary, the MidAmerica Commodity Exchange, are cleared through the Board of 
Trade Clearing Corporation. The Board of Trade Clearing Corporation has         
agreements with our clearing members to provide clearing services and data      
processing with respect to transactions on the CBOT and the MidAmerica          
Exchange. Although the Board of Trade Clearing Corporation has agreed to        
provide its services to our clearing members, you should be aware that the loss 
of any of its services with respect to transactions on the CBOT may have a      
material adverse effect on our operations. In addition, the Board of Trade      
Clearing Corporation has entered into arrangements to provide clearing services 
to parties unaffiliated with the CBOT. As a result, the CBOT may experience     
some loss of service as a result of the Board of Trade Clearing Corporation's   
reallocation of resources, which could also have a material adverse effect on   
our operations. We cannot assure you that we will be able to obtain alternative 
clearing and data processing arrangements in a timely or cost-effective manner. 

We Have No Written Contract For Clearing Services With Our Clearing           
Organization                                                                  

We believe that the services of the Board of Trade Clearing Corporation to
our clearing members provide us with a competitive advantage as the only        
futures and options on futures exchange whose contracts are cleared through an  
entity with a "AAA" rating by Standard & Poor's. However, we currently do not   
have a contract with the Board of Trade Clearing Corporation that would         
obligate it to continue to provide its clearing                                 

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services to our clearing members. Although we are currently considering         
negotiating such a contract with the Board of Trade Clearing Corporation, we    
cannot assure you that we will determine to do so or, if we so determine, that  
we will be successful in entering into such a contract.                         

Computer and Communications Systems Failures and Capacity Constraints Could   
Harm Our Reputation and Our Business                                            

  Our failure to operate, monitor or maintain our computer systems and network
services or, if necessary, to find a replacement for our technology in a timely 
and cost-effective manner could have a material adverse effect on our           
reputation, business, financial condition and operating results. We rely and    
expect to continue to rely on third parties for various computer and            
communications systems, such as telephone companies, on-line service providers, 
data processors, clearance organizations and software and hardware vendors. Our 
systems or those of our third party providers may fail, causing one or more of  
the following effects:                                                          

. unanticipated disruptions in service to customers;                        

. slower response times;                                                    

. delays in trade execution;                                                

. decreased customer satisfaction;                                          

. incomplete or inaccurate accounting, recording or processing of trades;   

. financial losses;                                                         

. security breaches;                                                        

. litigation or other customer claims; and                                  

. regulatory sanctions.                                                     

  We cannot assure you that we will not experience system failures, outages or
interruptions that will materially adversely affect our business. Any failures  
that cause an interruption in service or decrease our responsiveness, including 
failures caused by customer error or misuse of our systems, could impair our    
reputation, damage our brand name and have a material adverse effect on our     
business, financial condition and operating results.                            

We May Not Effectively Manage Our Growth                                      

  We intend to develop and expand our business, including both our open outcry
and electronic trading systems. This growth may place a significant strain on   
our management, personnel, systems and resources. We must continue to improve   
our operational and financial systems and managerial controls and procedures,   
and we will need to continue to expand, train and manage our technology         
workforce. We must also maintain close coordination among our technology,       
compliance, accounting, finance, marketing and sales organizations. We cannot   
assure you that we will manage our growth effectively, and failure to do so     
could have a material adverse effect on our business, financial condition and   
operating results.                                                              

We May Not Be Able to Keep Up With Rapid Technological Changes                

To remain competitive, we must continue to enhance and improve the        
responsiveness, functionality, accessibility and features of our proprietary    
software, network distribution systems and other technologies. The financial    
services and e-commerce industries are characterized by rapid technological     
change, changes in use and customer requirements and preferences, frequent      
product and service introductions embodying new technologies and the emergence  
of new industry standards and practices that could render obsolete our existing 
proprietary technology and systems. Our success will depend, in part, on our    
ability to:                                                                     

. develop or license leading technologies useful in our business;           

. enhance our existing services;                                            

. develop new services and technology that address the increasingly         
sophisticated and varied needs of our existing and prospective clients; 
and                                                                     

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. respond to technological advances and emerging industry standards and     
practices on a cost- effective and timely basis.                        

We cannot assure you that we will be able to successfully implement new         
technologies or adapt our proprietary technology and transaction-processing     
systems to customer requirements or emerging industry standards. We cannot      
assure you that we will be able to respond in a timely manner to changing       
market conditions or customer requirements, and a failure to so respond could   
have a material adverse effect on our business, financial condition and         
operating results.                                                              

We have decided not to participate in the development of the next set of  
upgrades to the a/c/e system, which means that we will not have a license to    
use those upgrades. We cannot assure you that our decision will not materially  
delay the implementation of technical upgrades necessary for the a/c/e system   
to remain competitive with other exchanges. For more information on our         
decision not to participate in the development of system upgrades, see "--Our   
Decision Not to Fund the Development of Certain Upgrades to the a/c/e System    
Could Significantly Harm Our Electronic Operations."                            

Declines in the Global Financial Markets May Materially Adversely Affect Our  
Business                                                                      

Adverse economic and political conditions may cause declines in global    
financial markets and may affect our operating results. The global financial    
services business is, by its nature, risky and volatile and is directly         
affected by many national and international factors that are beyond our         
control. Any one of these factors may cause a substantial decline in the U.S.   
and global financial services markets, resulting in reduced trading volume.     
These events could materially adversely affect our business. These factors      
include:                                                                        

. economic and political conditions in the United States and elsewhere in   
the world;                                                              

. wavering institutional/consumer confidence levels;                        

. the availability of cash for investment by mutual funds and other         
wholesale and retail investors; and                                     

. legislative and regulatory changes.                                       

Strategic Alliances May Not Generate Increased Trading in Our Electronic      
Marketplaces                                                                  

  We currently believe that strategic alliances will play an important role in
our long-term success. For example, we believe that our alliance with the Eurex 
Group will enable us to offer a wider portfolio of products, expand into cash   
markets and increase customer reach by obtaining access to our strategic        
partners' distribution network and allowing us to offer products to the         
strategic partners' customers. We cannot assure you that our alliance with the  
Eurex Group or any other alliance of ours will generate the increased trading   
volumes we are seeking.                                                         

  Through our alliance with the Eurex Group or otherwise, we may seek to enter
into alliances or other arrangements with other parties. However, we cannot     
provide you any assurances as to our success in this regard. To the extent that 
we do enter into alliances or other arrangements, some of these alliances may   
be intended to generate increased trading volume at the CBOT, and in other      
cases, alliances may provide operating services to exchange clients in exchange 
for a fee. We cannot assure you that we will be successful in either            
developing, or fulfilling the objectives of, any such alliance. Our             
participation in these alliances may strain our resources and may limit our     
ability to pursue other strategic and business initiatives.                     

As part of our alliance with the Eurex Group, the parties have agreed to  
move as quickly as possible to cause U.S. equity options to become available    
for trading on the a/c/e system. To date, we have not identified an entity with 
the appropriate regulatory approvals that is willing to participate in this     
opportunity. The Eurex Group has identified our lack of success as another      
issue for discussion under the dispute resolution procedure of our agreement    
with them. As described above in "--Our Decision Not to Fund the Development of 
Certain Upgrades to the a/c/e System Could Significantly Harm Our Electronic    
Trading Operations," those discussions have commenced, but no assurance can be  
made about whether, when or how this issue will be resolved.                    

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Our Business is Subject to Risks Related to our Real Estate Holdings          

Revenue from our building services operations represented about 12% of our
operating revenue in 2000. Lower occupancy rates, market rental rates and non-  
renewal of leases by tenants could have a material adverse effect on our future 
business services revenue, overall financial condition and operating results.   
Any decrease in leased space from our six largest tenants could also affect     
future building service revenue if there is no corresponding demand for the     
vacated office space. Furthermore, most of our tenants are engaged in           
businesses that are directly or indirectly related to the brokerage/trading     
industry or related areas of financial services and adverse business conditions 
affecting those businesses could have a material adverse effect on our          
occupancy rates and building services revenues.                                 

Risks Relating to Regulation and Litigation                                     

 We are subject to the following risks in connection with the regulation of,
and litigation relating to, our business.                                       

We May Not Be Able to Maintain Our Self-Regulatory Responsibilities           

  Some financial services regulators have publicly stated their concerns about
the ability of a financial exchange, organized as a for-profit corporation, to  
adequately discharge its self-regulatory responsibilities. Our regulatory       
programs and capabilities contribute significantly to our brand name and        
reputation. Although we believe that we will be permitted to maintain these     
responsibilities, we cannot assure you that we will not be required to modify   
or restructure our regulatory functions in order to address these or other      
concerns. Any such modifications or restructuring of our regulatory functions   
could entail material costs, which we have not currently planned for.           

We Are Subject to Significant Risks of Litigation                             

Many aspects of our business involve substantial risks of liability.      
Dissatisfied customers frequently make claims regarding quality of trade        
execution, improperly settled trades, mismanagement or even fraud against their 
service providers. We may become subject to these claims as the result of       
failures or malfunctions of systems and services provided by us. We could incur 
significant legal expenses defending claims, even those without merit. Although 
the Commodity Exchange Act and our CFTC-approved disclaimer and limitation of   
liability rules offer us some protections, an adverse resolution of any         
lawsuits or claims against us could have a material adverse effect on our       
reputation, business, financial condition and operating results.                

  We are subject to litigation in which the plaintiffs are seeking significant
monetary recovery from the CBOT. See "Our Business--Legal Proceedings--Patent   
Rights Litigations" and "--Soybean Antitrust Litigation." We cannot assure you  
that we will be successful in defending these matters and any resulting         
judgment could have a material adverse impact on our financial condition. In    
addition, we are subject to legal proceedings and claims as a result of the     
restructuring transactions. See "Our Business--Legal Proceedings--Minority      
Member Litigation" and "--Chicago Board Options Exchange Litigation and         
Proposed Rule Change."                                                          

Any Infringement by Us on Patent Rights of Others Could Result in Litigation  
and Could Materially Adversely Affect Our Operations                            

Our competitors as well as other companies and individuals may obtain, and
may be expected to obtain in the future, patents that concern products or       
services related to the types of products and services we offer or plan to      
offer. We cannot assure you that we are or will be aware of all patents         
containing claims that may pose a risk of infringement by our products,         
services or technologies. In general, if one or more of our products, services  
or technologies were to infringe patents held by others, we may be required to  
stop developing or marketing the products, services or technologies, to obtain  
licenses to develop and market the services from the holders of the patents or  
to redesign the products, services or technologies in such a way as to avoid    
infringing on the patent claims. If we were unable to obtain these licenses, we 
may not be able to redesign our products, services or technologies to avoid     
infringement, which could materially adversely affect our business, financial   
condition and operating results.                                                

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We have been named as a defendant in a lawsuit which alleges that we have 
infringed a U.S. patent entitled "Automated Futures Trade Exchange." For more   
information, see "Our Business--Legal Proceedings--Patent Rights Litigation."   

Misconduct Could Harm Us and is Difficult to Detect                           

  Although we perform significant self-regulatory functions, there have been a
number of highly publicized cases involving fraud or other misconduct in the    
futures industry in recent years. We run the risk that Class B common           
stockholders, or "members," and other persons who use our markets will engage   
in fraud or other misconduct, which could result in regulatory sanctions and    
serious reputational harm. It is not always possible to deter misconduct, and   
the precautions we take to prevent and detect this activity may not be          
effective in all cases.                                                         

The Existing Legal Framework for Our Industry Has Been Modified to Lower      
Barriers to Entry and Decrease Continuing Regulatory Costs for Competitors      

We are heavily regulated by the Commodity Futures Trading Commission under
the authority provided under the Commodity Exchange Act and by other federal    
agencies. The CFTC is a "sunset agency," which means that it must be            
periodically reauthorized by legislation. In 2000, Congress reviewed the        
Commodity Exchange Act in the context of its regular reauthorization process.   
That review resulted in the enactment of the Commodity Futures Modernization    
Act of 2000. The Commodity Futures Modernization Act amends the Commodity       
Exchange Act to reduce regulatory requirements and thereby permits additional   
competition from existing or new markets or from dealers in derivative          
instruments.                                                                    

The Commodity Futures Modernization Act also will facilitate over-the-    
counter derivative transactions and the development of other transaction        
execution facilities with lesser regulatory compliance and lesser regulatory    
oversight than exchanges have traditionally faced. Some of those facilities may 
have no regulatory compliance requirements and regulatory oversight. These      
facilities may compete for our major customers and may reduce our volume or     
fees we are able to charge. For more information about potential changes in our 
regulatory environment, see "Our Business--Regulation--Changes in Existing Laws 
and Rules."                                                                     

Risks Relating to Changes in Our Corporate Governance Structure                 

The following risks relate to changes to our certificate of incorporation,
bylaws and rules and regulations that will occur as part of the restructuring   
transactions.                                                                   

Substantial Elimination of the Petition Process and Other Changes to Our      
Certificate of Incorporation and Bylaws Will Significantly Reduce the Influence 
of the Members in the Management of For-Profit CBOT                             

 The amendment of our certificate of incorporation and bylaws as part of the
restructuring transactions will substantially reduce the members' authority to  
control changes to our bylaws, which currently include our rules, through use   
of the petition process. Following completion of the restructuring              
transactions, the rules will no longer be part of our bylaws and the sole and   
exclusive authority to adopt, repeal and amend rules and regulations will       
generally be vested in our board of directors, subject to the rights of holders 
of Series B-1 and Series B-2 shares of Class B common stock with respect to     
certain core rights associated with the trading rights and privileges of Class  
B common stockholders. This means that the stockholders of For-Profit CBOT will 
generally not have the authority to adopt, repeal or amend the rules and        
regulations. In addition, stockholders of For-Profit CBOT will only be able to  
submit proposals to amend the bylaws for a vote at the annual meeting of For-   
Profit CBOT in accordance with its bylaws, which will generally require advance 
notice of any proposal not less than 45, nor more than 75, days in advance of   
the first anniversary of the mailing of proxy materials for the preceding       
year's annual meeting. Any stockholder proposal to adopt, repeal or amend the   
bylaws will require the approval of two-thirds of the voting power of the       
stockholders of For-Profit CBOT entitled to vote generally in the election of   
directors. In addition, stockholders will not have authority to call special    
meetings of stockholders or take action by written consent of stockholders.     
These changes will significantly reduce the influence of our members and may    
lead to decisions and outcomes that differ from those made under our current    
certificate of incorporation, bylaws and rules and regulations.                 

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This significant reduction in the ability of our members to participate in
the day-to-day management and operations of For-Profit CBOT may make our        
organization less attractive to our current members. As a result, they may seek 
to conduct their business at, or obtain membership in, one or more other        
exchanges. A loss or material diminution of member trading activity could       
negatively impact liquidity and trading volumes in our products. A material     
reduction in the aggregate capital provided by our clearing members to          
guarantee trades by them and their customers could lead to a reduction in       
trading activity on our exchange, and make it more difficult for us to generate 
revenue or to sustain growth.                                                   

Changes in Our Corporate Governance Structure Will Eliminate Many Member-     
Dominated Committees Which Will Significantly Reduce the Influence of the       
Members in the Management of For-Profit CBOT                                    

Our current governance structure grants significant decision-making       
authority to various member-dominated committees, which we believe              
significantly reduces our ability to make strategic or executive decisions in a 
timely or efficient manner. It is currently expected that, subject to any       
applicable regulatory requirements, we will eliminate many of these committees  
in connection with the restructuring transactions. After completion of the      
restructuring transactions, our management will be given significant decision-  
making responsibilities, including with respect to matters currently addressed  
by such member-dominated committees, as well as the requisite authority to make 
such decisions. We currently expect that management will make decisions in a    
manner intended to enhance stockholder value over the long term, which may lead 
to decisions or outcomes that differ from the decisions and outcomes that are   
made by our current board of directors and committees under our current         
governance structure.                                                           

Delaware Law May Protect Decisions of the Board of Directors That Have        
Different Effects on Class A and Class B Stockholders                           

  Delaware law generally provides that a board of directors owes an equal duty
to all stockholders, regardless of class or series, and does not provide        
separate or additional duties to any particular group of stockholders. As a     
result of the restructuring transactions, For-Profit CBOT will have a dual-     
class and multiple- series common stock capital structure. Moreover, the        
certificate of incorporation of For-Profit CBOT will include unique provisions  
that are intended to protect certain core rights associated with the trading    
rights and privileges of Class B common stockholders, including, among other    
things, a commitment to maintain current open outcry markets so long as each    
such market is deemed liquid under the terms of the certificate of              
incorporation unless the discontinuance of any such market is approved by the   
holders of Series B-1 and Series B-2 shares of Class B common stock. Such       
provisions may have the effect of requiring the board of directors to make      
certain decisions that would benefit the holders of one or more series of Class 
B common stock but not the holders of Class A common stock, or which would      
affect the holders of one or more series of Class B common stock and Class A    
common stock differently.                                                       

Accordingly, the board of directors of For-Profit CBOT may make decisions 
that may have the effect of benefitting one class of common stockholders over   
the other, or which may affect the holders of each class or series of common    
stock differently. Delaware law will generally protect these decisions so long  
as the board of directors of For-Profit CBOT acts in a disinterested, informed  
manner with respect to these decisions, in good faith and in the belief that it 
is acting in the best interests of the corporation and its stockholders         
generally.                                                                      

Effects of Certain Provisions Could Enable the Board of Directors to Prevent  
or Delay a Change of Control                                                    

Some of the provisions of our certificate of incorporation, our bylaws and
Delaware law, as well as a stockholder rights plan of For-Profit CBOT, if       
adopted, could, together or separately:                                         

. discourage potential acquisition proposals;                               

. delay or prevent a change in control; or                                  

. limit the price that investors might be willing to pay in the future for  
shares of the common stock of For-Profit CBOT.                          

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For-Profit CBOT's certificate of incorporation and bylaws will provide,   
among other things, that our board of directors will be divided into three      
classes that will serve for classified or staggered three-year terms, that      
stockholders may not take action by written consent and that special meetings   
of stockholders may only be called by our chairman, our president or our board. 
In addition, our board may issue up to 10,000,000 shares of preferred stock     
with rights and privileges that might be senior to issued common stock,         
including the Class A common stock and Class B common stock, without            
stockholder approval. Furthermore, we currently anticipate that the board would 
likely be asked to consider, and may adopt, a stockholder rights plan in        
connection with an underwritten public offering of its common stock, if any.    
These provisions could prevent or delay a change of control or could limit the  
price some investors might be willing to pay in the future for shares of Class  
A common stock and Class B common stock.                                        

 Our board believes that these provisions will protect stockholders over the
long term and ensure that stockholders receive fair compensation for their      
shares in the event of an unsolicited takeover attempt. Our board believes that 
provisions substantially similar to those that will be applicable to For-Profit 
CBOT have been widely adopted by other public companies.                        

Our Issuance of Additional Shares of Capital Stock Will Dilute the Value of   
the Shares We Issue to You                                                    

For-Profit CBOT will have a significant number of authorized but unissued 
shares of Class A common stock that may be issued in the future at the          
discretion of its board of directors, without stockholder approval. The board   
of directors of For-Profit CBOT may also issue additional shares of Series A    
convertible preferred stock or a newly created series of preferred stock which  
may be convertible into other shares of For-Profit CBOT, including shares of    
Class A common stock, without stockholder approval. In particular, the board of 
directors will be authorized to issue over 60,000,000 shares of Class A common  
stock and up to a total of 10,000,000 shares of preferred stock, including the  
Series A convertible preferred stock to be issued in connection with the        
restructuring transactions. In addition, we currently expect to adopt a long-   
term equity incentive plan under which stock-based awards may be made to        
employees and directors of For-Profit CBOT and certain other persons. If we     
issue additional shares of Class A common stock in connection with the          
conversion of Series A convertible preferred stock, future acquisitions, the    
incentive plan or any other purpose, your equity interest in For-Profit CBOT    
will be diluted and the market price or value of your shares, if any, could     
decline. The board of directors of For-Profit CBOT is expected to consider the  
potential dilutive effects of any subsequent issuance of Class A common stock,  
or securities convertible into shares of Class A common stock, in relation to   
the value generated or expected to be generated in connection with their        
issuance. However, we cannot assure you that the board of directors of For-     
Profit CBOT will not authorize the issuance of additional shares of Class A     
common stock, preferred stock or securities convertible into shares of Class A  
common stock, in the future.                                                    

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THE RESTRUCTURING TRANSACTIONS

Overview                                                                        

  As a result of rapidly evolving changes in the futures industry, principally
the increasing importance of electronic trading, we have determined that it is  
necessary to restructure our organization in order to enhance its               
competitiveness. Over the last several years, with the assistance of various    
outside advisors, we have conducted an ongoing and extensive evaluation process 
with respect to our need to restructure. As a result of this process, we have   
developed, and are proposing for your approval, a series of transactions        
designed to restructure the CBOT into a for-profit company.                     

The restructuring transactions are designed to demutualize the CBOT into a
for-profit corporation, modernize the CBOT's corporate governance structure in  
order to improve the efficiency of its corporate decision-making process and    
reorganize and consolidate our electronic trading business into our eCBOT       
subsidiary. We believe that the completion of the restructuring transactions    
will enable the CBOT to enhance its competitiveness within the futures          
industry, including both the open outcry and electronic trading markets.        

Also, as a for-profit company, For-Profit CBOT will have the ability to   
issue capital stock. This means that we will have the flexibility to continue   
to evaluate the CBOT ownership structure and to consider any number of value-   
enhancing transactions in the future, such as one or more offerings of shares   
of stock of For-Profit CBOT and/or our eCBOT subsidiary to the public or a      
complete separation of For-Profit CBOT and eCBOT. For-Profit CBOT may be able   
to complete certain of such transactions without stockholder approval. As a     
result, we may determine to pursue any number of future transactions, or no     
transaction at all. We currently have no plan or intention to pursue any        
specific transactions other than the restructuring transactions.                

  We currently anticipate that we will complete the restructuring transactions
as soon as reasonably practicable following membership approval of the          
restructuring transactions, subject to receiving a favorable ruling from the    
Internal Revenue Service and any required regulatory approvals from the         
Commodity Futures Trading Commission. However, our obligation to complete the   
restructuring transactions is subject to satisfaction of a number of            
conditions, including, among other things, a condition that our board of        
directors shall not have determined that the restructuring transactions are no  
longer in the best interests of the CBOT and its members or are not fair to     
each class of CBOT membership. For more information about the IRS ruling, CFTC  
approvals and other conditions to our obligation to complete the restructuring  
transactions, see "--Regulatory Matters" and "--Conditions to Completing the    
Restructuring Transactions."                                                    

Background of the Restructuring Transactions                                    

Development of the Restructuring Strategy                                     

We were organized in 1848 as a voluntary, unincorporated association to   
serve as an open outcry marketplace for the growing agricultural market in      
Chicago. In 1859, the Illinois General Assembly, by legislative act, granted us 
a special charter that incorporated our organization. In August 2000, we        
reincorporated in Delaware, and we currently exist as a Delaware nonstock, not- 
for-profit corporation.                                                         

 Now in our 153rd year of operation, we have become a leader in the domestic
listed derivatives market. According to industry data as reported in Futures    
Industry Magazine, we had in 2000 about a 15% share of the global listed        
futures and options on futures market. We are the largest domestic futures      
exchange on the basis of contract volume and the world's second largest futures 
exchange behind Eurex. In addition, as the "Chicago Board of Trade," we believe 
that we have one of the strongest brand names in the futures industry.          

  Competitive conditions in the futures industry have changed significantly in
the last decade due to innovations in the computer and communications           
industries. As a result, maintaining our competitive position has become        
increasingly challenging. To meet the challenges and opportunities associated   
with the increasing importance of electronic trading, in 1992 we began to make  
our products available for electronic trading, initially, on the Globex system, 
and, beginning in 1994, on the Project A electronic trading system, which was   
operated by the electronic trading division of Ceres until August 25, 2000. On  
August 27, 2000, Ceres, through                                                 

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its participation in an alliance with the Eurex Group, began to operate the     
a/c/e electronic trading system, which allows CBOT and Eurex members to access  
their respective markets from a common front end. As of December 31, 2000,      
total volume traded on the a/c/e/ system surpassed an aggregate of about 8.6    
million contracts traded since it became operational.                           

Notwithstanding the success of the Globex, Project A and other electronic 
trading initiatives, the Strategy Committee of our board of directors concluded 
in early 1999 that changes to our organizational structure were desirable in    
order to respond to the increasingly competitive challenges presented by        
electronic trading as well as other exchanges. This conclusion was adopted in a 
strategic plan approved by our board of directors in August 1999.               

In addition, in July 1999, our board of directors established a           
Restructuring Task Force, composed of directors and non-director members of the 
CBOT. The Restructuring Task Force was charged with developing a restructuring  
strategy designed to modernize our organizational structure and a corporate     
governance mechanism designed to position us to compete more effectively in the 
evolving marketplace.                                                           

Over the following six months, the Restructuring Task Force conducted an  
extensive strategic analysis, assisted by the management of the CBOT, A.T.      
Kearney, Inc., a management consulting firm, Merrill Lynch & Co., an investment 
banking firm, Kirkland & Ellis, as legal counsel to the CBOT and the board of   
directors, and Piper Marbury Rudnick & Wolfe, as special legal counsel to the   
Restructuring Task Force.                                                       

As part of this strategic analysis, the Restructuring Task Force, together
with its advisors, reviewed our business, including our organizational and      
corporate governance structures, and current industry trends and practices. The 
findings of the Restructuring Task Force formed the basis for a recommendation  
to our board of directors, which included objectives for a restructuring        
strategy and a detailed business outline, including alternative organizational  
structures.                                                                     

In January 2000, our board of directors approved a general restructuring  
strategy recommended by the Restructuring Task Force, subject to the board of   
directors' further review, consideration and approval of the definitive terms   
and structure of the transactions designed to implement the strategy, which had 
not yet been formulated. The restructuring strategy generally contemplated the  
restructuring of the CBOT into two separate for-profit companies, one           
conducting the CBOT's open outcry business and the other conducting the CBOT's  
electronic trading business, and the distribution of shares of stock in both    
companies to the current CBOT members. The strategy also contemplated the       
possibility that the electronic trading company might conduct an offering of    
shares of its stock to the public at or around the time of its separation from  
the open outcry company.                                                        

In addition, our board of directors at such time appointed two special    
committees of the board. One, the Implementation Committee, initially consisted 
of nine members of the board of directors and was chaired by the then current   
chairman of our board, David P. Brennan. The other members of the               
Implementation Committee were Charles P. Carey, Andrew J. Filipowski, Harold W. 
Lavender, Peter C. Lee, Veda Kaufman Levin, James P. McMillin, Joseph Niciforo  
and Michael P. Ryan. The Implementation Committee was directed to develop and   
recommend for the board's further review, consideration and approval the        
definitive terms and structure of the transactions designed to implement the    
restructuring strategy.                                                         

The other special committee, the Independent Allocation Committee, was    
composed solely of outside or non-member directors of the board and was chaired 
by former Illinois Governor James R. Thompson, the Chairman of the law firm,    
Winston & Strawn. The other members of the Independent Allocation Committee     
were Dr. Robert S. Hamada, the Dean and Edward Eagle Branch Distinguished       
Service Professor of Finance at the University of Chicago Graduate School of    
Business, Robert H. Michel, a former Republican leader of the U.S. House of     
Representatives and Senior Advisor at the law firm of Hogan & Hartson, and      
Ralph H. Weems, an independent farmer and former president of the American      
Soybean Association. Dr. Hamada and Mr. Michel ceased to serve on the           
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expiration of their terms as directors of the CBOT. Since no mechanism          
currently exists in our certificate of incorporation, bylaws or rules and       
regulations for allocating ownership in our organization among members in       
connection with a restructuring such as the one contemplated by the board, the  
Independent Allocation Committee was directed to develop and recommend for the  
board's further review, consideration and approval an appropriate and fair      
allocation of value among the members of CBOT in connection with the            
transactions to implement the restructuring strategy, including the allocation  
to CBOT members of shares of stock of the new open outcry company and the       
allocation to CBOT members of shares of stock in the new electronic trading     
company.                                                                        

The Implementation Committee continued the work of the Restructuring Task 
Force with assistance from the management of the CBOT and its outside advisors, 
including A.T. Kearney, Merrill Lynch, Kirkland & Ellis and Piper Marbury       
Rudnick & Wolfe. In particular, the Implementation Committee worked to develop  
the definitive terms and structure of transactions designed to effectuate the   
restructuring strategy, including a preliminary step necessary in order to      
proceed with the implementation of the restructuring strategy. This step        
involved the reincorporation of the CBOT in Delaware as a nonstock, not-for-    
profit corporation and was designed to cause the CBOT to be governed under a    
more modern and well developed legal framework so that the CBOT could more      
effectively accomplish its purposes. Among other things, unlike the law of      
Illinois then applicable to the CBOT, Delaware law provided the CBOT a direct   
procedure pursuant to which it could change its status from that of a nonstock, 
not-for-profit corporation to that of a stock, for-profit corporation.          

In addition to developing the terms of the transactions required to       
implement the reincorporation of the CBOT in Delaware, the Implementation       
Committee further refined and developed the original restructuring strategy.    
Concurrently, the Independent Allocation Committee, together with its advisors, 
which included the law firm of Winston & Strawn, as its special counsel, and    
the investment banking firm of William Blair & Company, L.L.C., as its          
financial advisor, worked to develop a recommended methodology for an           
appropriate and fair allocation of value among the CBOT members in connection   
with implementation of the original restructuring strategy. For more            
information about the work of the Independent Allocation Committee, see "--     
Independent Allocation Committee of the Board." In addition, Arthur Andersen    
LLP was retained by us to prepare a valuation analysis of Ceres and the limited 
partnership interests.                                                          

In early May 2000, the Independent Allocation Committee submitted to our  
board of directors its initial report, which recommended an allocation of       
equity among the members in connection with the implementation of the original  
restructuring strategy. Also in May 2000, our board of directors received a     
report prepared by the Implementation Committee which provided additional       
information regarding, and refined certain aspects of, the original             
restructuring strategy. This report also contained a detailed description of    
the transactions required in order to implement the Delaware reincorporation    
and recommended that the Delaware reincorporation be approved and submitted to  
the CBOT membership for its approval.                                           

At its May 16, 2000 meeting, our board of directors approved the          
transactions necessary to effect the Delaware reincorporation and directed that 
such transactions be submitted to the CBOT membership for a ballot vote.        
Following member approval, the reincorporation of the CBOT in Delaware as a     
nonstock, not-for-profit corporation was completed in August 2000. Shortly      
thereafter, we formed eCBOT as a wholly owned subsidiary of the CBOT for the    
purpose of later reorganizing our electronic trading business. The CBOT         
assigned its general and limited partnership interests in Ceres to eCBOT in     
September 2000.                                                                 

At the same May 2000 meeting, our board of directors also approved the    
report of the Independent Allocation Committee, including its recommendation    
regarding the methodology to be used with respect to the allocation of shares   
of stock of both of the open outcry business and the electronic trading         
business among the holders of Full, Associate, GIM, IDEM and COM Memberships in 
the CBOT, subject to any changes in the factors underlying the assumptions that 
were used or reviewed in the preparation of the Independent Allocation          
Committee report and taking into account any adjustments to such allocation     
resulting from the terms of the reorganization of our electronic trading        
business, and further subject to the board's further review, consideration and  
approval of transactions necessary to implement the restructuring strategy. At  
this time, William Blair, as financial advisor to the Independent Allocation    
Committee, delivered its opinion to the Independent Allocation Committee and    
the board of directors that, based upon and subject to the matters set forth in 
the opinion, the                                                                

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allocation of shares of common stock in the two new companies in the ratio of   
5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full Member and Associate Member, and     
each holder of a GIM, IDEM and COM, respectively, was fair, from a financial    
point of view, to each of the five classes of members. For more information     
about the allocation recommendation, see "--Independent Allocation Committee of 
the Board" and "--Opinion of the Financial Advisor to the Independent           
Allocation Committee of the Board." At this time, Arthur Andersen provided its  
report to the board regarding its preliminary valuation analysis of Ceres as of 
May 16, 2000.                                                                   

The board of directors also approved at this meeting the report of the    
Implementation Committee as a description of the restructuring strategy as it   
was then envisioned by the board of directors, subject to any changes in the    
factors underlying the assumptions that were used or reviewed in the            
preparation of the report, and subject to the board's further review,           
consideration and approval of the transactions necessary to implement the       
restructuring strategy.                                                         

Following the May board meeting, the management of the CBOT, with the     
assistance of its outside advisors, primarily consisting of Merrill Lynch,      
Kirkland & Ellis and Cap Gemini Ernst & Young, a management consulting firm,    
conducted an evaluation process with respect to the implementation of the       
original restructuring strategy and worked to develop detailed business plans   
for the two separate, competing companies envisioned by the original            
restructuring strategy.                                                         

Based upon this evaluation process and further analysis, management of the
CBOT and the Executive Committee of our board of directors concluded that the   
original restructuring strategy should be substantially revised in light of a   
number of factors, including, among other things, increasing competitive        
pressures in the industry, the adverse changes in the capital markets, further  
review and analysis regarding the implementation and execution of the separate  
business plans of the CBOT and eCBOT, the overall financial status of the CBOT  
and the need for the CBOT to demutualize as quickly as possible so that it      
could enhance its competitive posture and improve its decision-making           
capability.                                                                     

On August 31, 2000, management of the CBOT and the Executive Committee    
recommended to the board of directors that the original restructuring strategy  
be abandoned in favor of a substantially revised restructuring strategy. After  
careful consideration of the matters discussed and presented, the board of      
directors approved a revised restructuring strategy, which involved             
demutualizing the CBOT but not restructuring the CBOT into two separate,        
competing companies. Specifically, the revised strategy contemplated the        
following:                                                                      

. converting the CBOT into a single Delaware stock, for-profit corporation, 
which would be focused on updated open outcry trading with enhanced     
technology, and distributing shares of common stock in For-Profit CBOT, 
representing both trading rights and privileges and equity ownership, to
the current members;                                                    

. adopting a revised corporate governance structure, which would include    
substantially eliminating the membership petition process, streamlining 
the board of directors and making certain other changes to implement a  
more efficient decision-making process for the company; and             

. reorganizing and consolidating the CBOT's electronic trading business,    
part of which is currently operated by Ceres, into eCBOT, which would be
operated as a wholly owned subsidiary of the For-Profit CBOT.           

At this time, the board of directors determined that the original two-    
company strategy should be abandoned and that a simple demutualization plan     
involving the conversion of the CBOT into a single for-profit company should be 
pursued instead. The board concluded that the revised strategy would enable     
each of the two businesses to be operated independently and in a more           
competitive manner but under a common ownership structure that would allow      
substantial sharing of resources and infrastructure.                            

The board's approval of the revised strategy was subject to its further   
review, consideration and approval of the definitive terms and structure of     
transactions designed to implement the revised restructuring strategy,          
including an appropriate and fair allocation of value in For-Profit CBOT among  
the CBOT members. On                                                            

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August 31, 2000, our board directed the Executive Committee and the management  
of the CBOT to develop and recommend for its further review and consideration   
the definitive terms and structure of transactions designed to implement this   
revised restructuring strategy.                                                 

 Following the August board meeting, management and the Executive Committee,
with the assistance of the CBOT's advisors, primarily consisting of Merrill     
Lynch and Kirkland & Ellis, worked to develop the terms and structure of        
transactions designed to implement the revised restructuring strategy. In       
addition, Arthur Andersen was retained by us and our eCBOT subsidiary to        
prepare an updated valuation analysis of Ceres and the limited partnership      
interests in connection with the reorganization and consolidation of our        
electronic trading business, which is currently operated by Ceres, into eCBOT.  
Shortly thereafter, Arthur Andersen was also engaged to evaluate the fairness,  
from a financial point of view, to Ceres and each class of its limited partners 
of the consideration to be received by each limited partner in exchange for     
their respective limited partnership interests pursuant to the Ceres merger as  
described further below.                                                        

Concurrently, the Independent Allocation Committee undertook to update its
recommendation regarding an appropriate and fair allocation of value among CBOT 
members in the context of the transactions to implement the revised             
restructuring strategy. For more information about the allocation               
recommendation and the additional work of the Independent Allocation Committee, 
see "--Independent Allocation Committee of the Board."                          

On November 21, 2000, the Independent Allocation Committee reported on and
provided to our board of directors its updated recommendation regarding the     
allocation among the members of Class A common stock in respect of their        
memberships in connection with the restructuring transactions. The Independent  
Allocation Committee recommended, in the context of the restructuring           
transactions, that an allocation of shares of Class A common stock of For-      
Profit CBOT among members in respect of their memberships in connection with    
the restructuring in the ratio of 5.00 : 1.00 : 0.50 : 0.06 : 0.07 to each Full 
Member, Associate Member, GIM, IDEM and COM, respectively, is fair. The         
Independent Allocation Committee indicated that, in reaching this               
recommendation, it received and considered an updated opinion of William Blair  
that the proposed allocation is fair, from a financial point of view, to each   
of the five classes of members.                                                 

At the same meeting, Arthur Andersen reported to our board regarding its  
updated valuation of Ceres and the limited partnership interests as of October  
31, 2000. Arthur Andersen also reported that, subject to a review of the final  
terms of the restructuring transactions, it was prepared to deliver its opinion 
that the consideration to be received by each limited partner of Ceres in       
exchange for their respective limited partnership interests pursuant to the     
Ceres merger is fair, from a financial point of view, to Ceres and to each      
class of the Ceres limited partners.                                            

  At the December 12, 2000 meeting of the board of directors, the then current
status of the restructuring transactions was reviewed and discussed. At this    
meeting, management and the Executive Committee presented to the board of       
directors a detailed update regarding the restructuring transactions. At this   
meeting, the board received a report from management regarding the              
restructuring transactions and the CBOT's business strategy. The board also     
received a report from Kirkland & Ellis concerning certain legal matters        
relating to the restructuring transactions.                                     

In early January 2001, the Executive Committee met to consider certain    
refinements to the restructuring transactions proposed by the new chairman of   
the board of directors, who had been elected in December 2000 and assumed       
office in January 2001. These refinements primarily related to the composition  
of the board of directors of For-Profit CBOT, the provisions to be included in  
the certificate of incorporation concerning certain core rights associated with 
the trading rights and privileges of Class B common stockholders and            
clarifications regarding the importance of considering the expected effects, if 
any, of the restructuring transactions on the Chicago Board Options Exchange    
exercise right in making any determination that the restructuring transactions  
remain in the best interests of the CBOT and its members.                       

 At its briefing meeting on January 9, 2001, the board of directors received
a further update concerning the status of the restructuring transactions,       
including the refinements recommended by the Executive Committee                

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and management. These matters were reviewed and discussed. Kirkland & Ellis     
answered questions with respect to certain aspects of the restructuring         
transactions.                                                                   

 On January 16, 2001, the Independent Allocation Committee, which, following
the expiration of the terms of Dr. Hamada and Mr. Michel as directors as of     
January 1, 2001, was comprised of Governor Thompson and Mr. Weems, held a       
meeting for the purpose of considering the refinements to the restructuring     
transactions recommended by the Executive Committee and management. William     
Blair and Winston & Strawn, as advisors to the Independent Allocation           
Committee, participated in this meeting.                                        

On January 16, 2001, immediately following the meeting of the Independent 
Allocation Committee, a meeting of the board of directors was held for the      
purpose of considering the restructuring transactions described in this         
document. At this meeting, management and the Executive Committee presented to  
the board of directors for its review and consideration the proposed            
restructuring transactions. At this meeting, the board received a report from   
the Executive Committee and management regarding the restructuring transactions 
and the CBOT's business strategy, including, among other things, the business   
purposes of the restructuring transactions. The Independent Allocation          
Committee reported to the board of directors that it had reviewed the           
refinements to the restructuring transactions recommended by the Executive      
Committee and management and confirmed its updated recommendation regarding the 
allocation among the members of Class A common stock in respect of their        
memberships in connection with the restructuring transactions, as currently     
proposed, as provided to the board at the November 21, 2000 meeting. The        
Independent Allocation Committee indicated that, in reaching this               
recommendation, it received and considered an updated opinion of William Blair  
that the proposed allocation is fair, from a financial point of view, to each   
of the five classes of members.                                                 

The board also received a report from Kirkland & Ellis concerning certain 
legal matters relating to the restructuring transactions as well as an overview 
of the terms and structure of the restructuring transactions. Kirkland & Ellis  
answered questions with respect to certain aspects of the restructuring         
transactions and provided an update regarding the then current status of        
various litigation and other matters relating to the restructuring              
transactions.                                                                   

  In addition, the board received an update from Arthur Andersen regarding its
valuation of Ceres and the limited partnership interests as of November 30,     
2000. Merrill Lynch, financial advisor to the CBOT in connection with the       
restructuring transactions, answered questions with respect to certain aspects  
of the restructuring transactions, the capital markets generally, industry      
trends and the competitive challenges currently facing the CBOT.                

  At this time, our board of directors approved and adopted the recommendation
of the Independent Allocation Committee regarding the allocation of shares of   
Class A common stock among the holders of Full, Associate, GIM, IDEM and COM    
Memberships in the CBOT in respect of their memberships in connection with the  
restructuring transactions, subject to any changes in the factors underlying    
the assumptions that were used or reviewed in the preparation of the            
Independent Allocation Committee updated report. In connection therewith,       
William Blair, as financial advisor to the Independent Allocation Committee,    
delivered its opinion to the Independent Allocation Committee and the board of  
directors that, based upon and subject to the matters set forth in the opinion, 
the allocation of shares of Class A common stock of For-Profit CBOT among       
members in respect of their memberships in connection with the restructuring    
transactions in the ratio of 5.0 : 1.00 : 0.50 : 0.06 : 0.07 to each Full       
Member, Associate Member, GIM, IDEM and COM, respectively, is fair, from a      
financial point of view, to each of the five classes of members. For more       
information regarding this opinion, see "--Opinion of the Financial Advisor to  
the Independent Allocation Committee of the Board."                             

At this time, Arthur Andersen delivered its opinion to the board of       
directors that, based on and subject to the matters set forth in the opinion,   
the consideration to be received by each limited partner in exchange for their  
respective limited partnership interests pursuant to the Ceres merger is fair,  
from a financial point of view, to Ceres and each class of its limited          
partners. For more information regarding this opinion, see "--Opinion of Arthur 
Andersen to the Board of Directors Regarding the Fairness of the Ceres Merger." 

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After careful consideration of the matters discussed and presented at this
meeting, our board of directors determined that the restructuring transactions, 
taken as a whole, including the allocation methodology to be utilized in the    
demutualization for the allocation of shares of Class A common stock among the  
holders of Full, Associate, GIM, IDEM and COM Memberships in the CBOT in        
respect of their memberships and the terms of the Ceres merger, are in the best 
interests of CBOT and its members and fair to all classes of CBOT members.      
Accordingly, our board approved and authorized the restructuring transactions   
and determined to recommend to the membership of the CBOT that they vote to     
approve the restructuring transactions. In connection with such approval, two   
directors who are Associate Members voted in favor of the restructuring         
transactions, but indicated orally at the board meeting their intention to      
deliver to the Secretary of the CBOT written statements with respect to certain 
reservations regarding the proposed allocation of Class A common stock. To      
date, the Secretary of the CBOT has not received any such written statements.   

The board's approval of the restructuring transactions was subject to its 
determination, at the time of the mailing of the proxy statement and prospectus 
relating to the restructuring transactions, that the restructuring transactions 
remain in the best interests of the CBOT and its members and remain fair to all 
classes of CBOT members. For more information, see "--Conditions to Completing  
the Restructuring Transactions."                                                

Reasons for the Restructuring Strategy                                        

  Our restructuring strategy is designed to respond to significant competitive
challenges currently faced by the CBOT and to enhance the long-term value of    
CBOT for its members. Current industry trends, particularly increased           
electronic trading of derivative securities, threaten the long-term viability   
of traditional open outcry exchanges, including the CBOT. In fact, as reported  
by Futures Industry Magazine, in 1999, Eurex, an electronic derivatives         
exchange, overtook the CBOT to become the world's largest derivatives exchange  
based on contract volume. We believe that these industry trends are related, in 
large part, to shifting priorities of investors and members of exchanges, rapid 
advances in technology and electronic trading and the realignment of key        
industry participants.                                                          

 Shifting Priorities of Investors and Members. We believe that institutional
investors are demanding greater liquidity, lower cost and more efficient trade  
execution, enhanced access and a sophisticated supporting infrastructure. In    
addition, new electronic markets are emerging to compete with traditional open  
outcry exchanges, which are generally lower cost, more accessible, very         
focused, faster in trade execution and, increasingly, more liquid. These        
pressures are forcing traditional open outcry exchanges, such as the CBOT, to   
modernize in order to remain competitive.                                       

Additional pressure is placed on the industry by the over-the-counter     
derivatives market, which is estimated by the Bank for International            
Settlements to have grown to over $94 trillion in notional amount outstanding   
as of June 2000. Further, according to the Bank for International Settlements,  
transaction volume through 2000 in over-the-counter derivatives is growing      
faster than transaction volume in exchange-listed derivatives.                  

  Members of exchanges are also under increasing pressure from clients and new
entrants in the marketplace. As a result, we believe that members of exchanges  
are generally concerned about the long-term value of their memberships.         

  Advances in Technology and Electronic Trading. Technological innovations are
creating new competitors and encouraging the rapid development of electronic    
trading systems that are challenging the traditional open outcry exchanges.     
According to industry data assembled by the CBOT, since 1995, contract volume   
traded on open outcry derivatives exchanges has declined by over 29%, and       
electronic trading has grown by more than 143%. Based on industry trends        
outside the United States, we expect that electronic trading will account for   
virtually all overseas trading in the near future.                              

Some leading exchanges are already fully electronic and other leading     
exchanges are aggressively pursuing an electronic trading model. We believe     
that major securities exchanges and quotation systems, such as the New York     
Stock Exchange and the Nasdaq Stock Market are under pressure from electronic   

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communications networks. About one dozen electronic communications networks     
have been established in the United States, many during the last three years,   
by leading investment banks, broker-dealers and market markers, which are       
aligning themselves with multiple alternative systems. For example, according   
to Internet Trading Magazine, Goldman Sachs currently has an investment in four 
electronic communications networks. According to a special study prepared by    
the SEC's Division of Market Regulation, electronic communications networks     
have already captured one-third of Nasdaq's trading volume.                     

The CBOT is facing increasing competition from many potential electronic  
competitors. Cantor/eSpeed has introduced an electronic trading system for cash 
bonds, futures on Treasury bonds and block over-the-counter derivatives trades  
for large derivatives dealers. BrokerTec, which is owned by several of the      
largest United States and European investment banks, currently provides         
electronic, inter-dealer brokerage for Treasury bonds and euro-denominated      
sovereign debt, and has indicated its plan to introduce an electronic trading   
system for futures and other derivatives during the first six months of 2001.   

Industry Realignment. Some exchanges that have restructured in response to
industry pressures have demutualized and have become for-profit entities.       
Through demutualization, exchanges are streamlining their corporate governance  
structure, quickening their organizational decision-making, improving their     
access to capital and technology, and enhancing their ability to quickly enter  
into strategic alliances. The Chicago Mercantile Exchange, the New York         
Mercantile Exchange and the Hong Kong Futures Exchange, among others, have      
recently demutualized. Some exchanges have announced that they are considering  
initial public offerings to raise capital necessary for strategic endeavors.    
The Australian Stock Exchange and OM Gruppen AB are already publicly-held       
corporations. The New York Stock Exchange, Nasdaq and Sydney Futures Exchange   
have each indicated at various times in the past that they have considered      
initial public offerings.                                                       

In addition to demutualization, we believe that the futures industry will 
consolidate pursuant to mergers and alliances of exchanges in order to achieve  
the economies of scale and expanded geographic reach necessary to remain        
competitive in a rapidly changing marketplace.                                  

Objectives of the Restructuring Strategy                                      

We have determined that it is desirable for the CBOT to restructure in    
response to the changing marketplace in order to meet two principal objectives. 
First, the current corporate governance structure of the CBOT, which is slow to 
respond and primarily oriented towards delivering member benefits and           
supporting member opportunity rather than enterprise profitability, must be     
changed to adopt a more streamlined decision-making process, more focused on    
maximizing value to the enterprise. Second, the CBOT should respond to the      
technological innovations that are currently shaping the futures industry.      

With these objectives in mind, we evaluated a number of restructuring     
alternatives as described below under "--Strategic Alternatives Considered." We 
determined that any new structure should incorporate both an updated open       
outcry exchange, in response to member demand, and an electronic marketplace,   
in response to competitive pressures.                                           

Strategic Alternatives Considered                                             

We considered four principal restructuring strategies, taking into account
the relevant associated business, legal, tax and regulatory issues. Each        
alternative strategy incorporated a variation of the corporate structure and    
equity ownership of the entities. The principal restructuring strategies we     
considered included the following:                                              

. maintaining the CBOT in its current form as a parent company and creating 
a separate electronic trading company as a subsidiary;                  

. restructuring the CBOT into two separate and independent for-profit       
companies, one to conduct the open outcry trading business and the other
to conduct the electronic trading business;                             

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. organizing a single demutualized holding company with an open outcry      
subsidiary and an electronic trading company subsidiary; and            

. operating the electronic trading business through the parent company and  
creating a subsidiary to operate our open outcry markets.               

For some time, we considered pursuing a strategy of restructuring the CBOT
into two separate for-profit companies, as described in the May 2000            
restructuring report. As autonomous entities, each with a separate business     
focus, we initially believed that each of the companies would be well           
positioned to make independent strategic business decisions and pursue          
appropriate business opportunities. We believed that, as for-profit companies,  
each would have the financial and decision-making flexibility to pursue         
alliances and joint ventures, as well as the resources to make necessary        
technology investments.                                                         

However, as described above under "--Background of the Restructuring      
Transactions," in late August 2000, we concluded that such a strategy was no    
longer appropriate in light of a number of factors, including, among other      
things, increasing competitive pressures in the industry, adverse changes in    
the capital markets, further review and analysis regarding the implementation   
and execution of separate business plans for the two independent companies, the 
overall financial status of the CBOT and the need for the CBOT to demutualize   
as quickly as possible so that it could enhance its competitive posture and     
improve its decision-making capability. Accordingly, we ultimately rejected the 
two-company strategy and determined to adopt a strategy of demutualizing the    
CBOT and operating the electronic trading company as a wholly owned subsidiary. 

Following further evaluation and analysis, we ultimately concluded that,  
under then-existing conditions, the revised restructuring strategy would        
achieve benefits similar to those associated with the creation of two separate  
companies, while preserving our flexibility to consider pursuing one or more    
value-enhancing transactions in the future, as described above under "--        
Overview." Among other things, the revised strategy is designed to encourage    
independent operation of the electronic trading business in a competitive       
manner, but under a common ownership structure that will allow substantial      
sharing of resources and infrastructure. We believe that the restructuring      
transactions will enable us to successfully implement this strategy.            

Description of the Restructuring Transactions                                   

The restructuring transactions are designed to:                           

. demutualize our organization by converting from a nonstock, not-for-      
profit membership corporation into a stock, for-profit corporation and  
distributing shares of For-Profit CBOT common stock to our members;     

. modernize our corporate governance structure by substantially eliminating 
the membership petition process, streamlining our board of directors and
making certain other changes to improve the efficiency of our corporate 
decision-making process; and                                            

. reorganize and consolidate our electronic trading business, part of which 
is currently operated by Ceres, into eCBOT, which would be operated as a
wholly owned subsidiary of the CBOT. In connection with this            
reorganization of our electronic trading business, For-Profit CBOT will 
issue shares of its Series A convertible preferred stock to the limited 
 partners of Ceres in exchange for their limited partnership interests and
Ceres will be liquidated.                                               

The demutualization and the modernization of our corporate governance structure 
will be accomplished pursuant to an amendment and restatement of our            
certificate of incorporation as well as related amendments to our bylaws and    
rules and regulations.                                                          

As a result of the restructuring transactions, each member will receive an
appropriate number of shares of Class A common stock, based upon the allocation 
methodology developed and recommended by the Independent Allocation Committee   
and adopted by our board of directors, in respect of each membership            

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held by such member. In addition, one share of the appropriate series of Class  
B common stock will be issued in respect of each membership held by such        
member. Both the Class A common stock and the Class B common stock will         
represent equity interests in For-Profit CBOT and, in addition, the Class B     
common stock will afford a holder who meets our membership and eligibility      
requirements certain trading rights and privileges relating to both our open    
outcry and electronic trading systems. The Class B common stock will be issued  
in five series, each of which will carry with it the trading rights and         
privileges that correspond to the trading rights and privileges of one of the   
five current classes of our membership, as indicated below:                     

                                                                [Download Table]
                                                                 
                                          Corresponding Series of
Current Class of CBOT Membership           Class B Common Stock  
--------------------------------          -----------------------
              Full                              Series B-1       
           Associate                            Series B-2       
              GIM                               Series B-3       
              IDEM                              Series B-4       
              COM                               Series B-5       

In connection with the restructuring transactions, we will also modernize 
our corporate governance structure in a manner designed to improve our          
decision-making processes, which we believe will enable us to compete more      
effectively in the future. Specifically, our new corporate governance structure 
will:                                                                           

. substantially eliminate the membership petition process and generally     
 reduce the ability of members to participate in our day-to-day management
and operations;                                                         

. streamline our board of directors by reducing its size from 18 directors  
to nine directors and by reducing the number of committees; and         

. provide for certain change of control provisions, such as, among other    
things, a classified or staggered board of directors, advance notice    
requirements, a prohibition on stockholder action by written consent and
a prohibition on the ability of stockholders to call special meetings of
stockholders.                                                           

As a result of the reorganization and consolidation of our electronic     
trading business into our wholly owned eCBOT subsidiary, members who are        
limited partners of Ceres will receive shares of Series A convertible preferred 
stock in For-Profit CBOT in exchange for their limited partnership interests in 
Ceres pursuant to the Ceres merger as described below and Ceres will be         
liquidated. The operations of Ceres will be consolidated into For-Profit CBOT,  
with eCBOT conducting the electronic trading business currently operated by     
Ceres.                                                                          

Specifically, the restructuring transactions include the following:       

Demutualization                                                               

The demutualization of the CBOT, which involves the conversion of the CBOT
from a Delaware nonstock, not-for-profit corporation into a Delaware stock,     
for-profit corporation, will be effected pursuant to an amendment and           
restatement of our certificate of incorporation to remove the current           
restriction on the CBOT's ability to issue capital stock, which will permit the 
CBOT to issue stock to the members, and provide that the CBOT shall become for- 
profit. The distribution of common stock will be achieved pursuant to a         
dividend distribution to the CBOT's members of rights to receive shares of      
common stock in For-Profit CBOT immediately following the effectiveness of the  
CBOT's conversion to a stock, for-profit corporation.                           

Amendment and Restatement of Our Certificate of Incorporation. Our        
certificate of incorporation currently specifies that the CBOT is not-for-      
profit and has no authority to issue capital stock. It also provides that any   
amendment, alteration or repeal of this provision will require, in addition to  
the approval of our board of directors, the affirmative vote of the members in  
accordance with certain procedures specified in our certificate of              
incorporation. Accordingly, our board of directors has approved and adopted an  
amended and restated                                                            

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certificate of incorporation, which is being submitted to the CBOT members      
entitled to vote on such matters for a vote as part of the restructuring        
transactions. Such amended and restated certificate of incorporation provides,  
among other things, that the CBOT will be for-profit and have the authority to  
issue capital stock.                                                            

In addition, the amendment and restatement of our certificate of          
incorporation will incorporate certain other changes intended to modernize our  
corporate governance structure, as described further below under "--            
Modernization of Our Corporate Governance Structure--Amendment and Restatement  
of Our Certificate of Incorporation."                                           

We have included the form of amended and restated certificate of          
incorporation of For-Profit CBOT as Appendix D to this document. We urge you to 
review carefully all of the terms and conditions of the amended and restated    
certificate of incorporation before voting on the restructuring transactions.   

Distribution of Rights. The conversion of the CBOT into For-Profit CBOT, a
Delaware stock, for-profit corporation, will be accomplished by an amendment    
and restatement our certificate of incorporation. This amendment and            
restatement will authorize us to issue stock, but will not effect the actual    
distribution of shares of stock to the members. In connection with the          
restructuring transactions, our board has also adopted a new regulation, which  
will facilitate the distribution of For-Profit CBOT common stock by confirming  
the status of the GIMs, IDEMs and COMs under Delaware law as "members" entitled 
to receive such a distribution, which status is also confirmed in the amended   
and restated bylaws of For-Profit CBOT.                                         

 In order to effect this distribution of shares of stock to the members, our
board will declare and pay to each CBOT member as of a specified record date a  
dividend of non-transferable rights to receive shares of the common stock of    
For-Profit CBOT upon the effectiveness of the conversion of the CBOT into For-  
Profit CBOT. This record date, which will determine the CBOT members entitled   
to receive a dividend, will be established by our board of directors around the 
time of the completion of the restructuring transactions. We currently expect   
that such a dividend will be declared and distributed to the CBOT members prior 
to the effectiveness of the amendment and restatement of our certificate of     
incorporation described above and will entitle the recipient of the non-        
transferable right to receive, immediately following the effectiveness of the   
amendment and restatement of our certificate of incorporation, shares of Class  
A common stock and a share of Class B common stock of For-Profit CBOT or,       
alternatively, cash in an amount equal to the par value of the underlying       
shares of common stock. The nominal cash election mechanism is being utilized   
to ensure compliance with a technical requirement under Delaware law, to the    
extent applicable, that For-Profit CBOT receive adequate consideration for the  
shares of common stock to be issued to the CBOT members in respect of their     
memberships.                                                                    

  Each CBOT member will receive a dividend of rights to receive an appropriate
number of shares of Class A common stock of For-Profit CBOT, based on the       
allocation methodology developed and recommended by the Independent Allocation  
Committee and adopted by our board, and rights to receive one share of an       
appropriate series of Class B common stock of For-Profit CBOT with respect to   
each membership held by such member. The Class A common stock will represent an 
equity interest in For-Profit CBOT. The Class B common stock will represent an  
equity interest and, subject to satisfaction of applicable membership and       
eligibility requirements, a membership, including all trading rights and        
privileges appurtenant to that membership, in For-Profit CBOT. As a result, a   
holder of a share of Class B common stock who meets For-Profit CBOT's           
membership and eligibility criteria will be a "member of a contract market"     
within the meaning of the Commodity Exchange Act. Under the Commodity Exchange  
Act, the term "member of a contract market" means an individual, association,   
partnership, corporation, or trust owning or holding membership in, or admitted 
to membership representation on, a contract market or having trading privileges 
thereon. Such holders of shares of Class B common stock will be members of For- 
Profit CBOT for purposes of For-Profit CBOT's rules and regulations, including  
those relating to exchange floor operations and procedures, futures commission  
merchants, disciplinary proceedings and arbitration of member controversies.    

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The Class B common stock will be issued in five series: Series B-1, Series
B-2, Series B-3, Series B-4 and Series B-5. Each series of Class B common stock 
will represent a membership, and will afford a holder of such Class B common    
stock who meets our membership and eligibility requirements the trading rights  
and privileges that correspond to the membership and trading rights and         
privileges of one of the five current classes of CBOT membership, as            
illustrated below:                                                              

                                                                [Download Table]

Current Class of   Corresponding Series of
CBOT Membership     Class B Common Stock  
----------------   -----------------------
                                          
      Full               Series B-1       
   Associate             Series B-2       
      GIM                Series B-3       
      IDEM               Series B-4       
      COM                Series B-5       

For more information regarding the Class A common stock and the Class B common  
stock, and the respective rights and privileges of such stock, see "Description 
of Capital Stock--Common Stock."                                                

The following chart indicates the number of shares of Class A common stock
and Class B common stock of For-Profit CBOT that will be distributed in respect 
of each membership pursuant to the restructuring transactions:                  

Number of Shares of For-Profit CBOT 
to Be Received Per Membership 

                                                                [Download Table]

Membership  Class A Shares     Class B Shares    
----------  --------------     --------------    
                                                 
  Full          25,000      1 share of Series B-1
Associate        5,000      1 share of Series B-2
   GIM           2,500      1 share of Series B-3
  IDEM             300      1 share of Series B-4
   COM             350      1 share of Series B-5

For more information regarding the determination of the methodology for         
allocating shares of Class A common stock of For-Profit CBOT among the members, 
see "--Independent Allocation Committee of the Board" and "--Opinion of the     
Financial Advisor to the Independent Allocation Committee of the Board."        

The allocation methodology utilized in the restructuring transactions is  
currently the subject of a lawsuit brought against an alleged class of Full     
Members of the CBOT on behalf of the "minority" members of the CBOT, consisting 
of the Associate Members, GIMs, IDEMs and COMs. For more information regarding  
this litigation, see "Our Business--Legal Proceedings--Minority Member          
Litigation."                                                                    

Modernization of Our Corporate Governance Structure                           

An important objective of the restructuring transactions is the           
modernization of the corporate governance structure of the CBOT. After the      
restructuring transactions, For-Profit CBOT will be operated for the long-term  
benefit of its stockholders rather than solely for the purpose of delivering    
member benefits and enhancing member opportunity. Accordingly, the              
restructuring transactions will involve significant changes, which will be      
largely implemented pursuant to amendments to our certificate of incorporation, 
bylaws and rules and regulations.                                               

Amendment and Restatement of Our Certificate of Incorporation. We will    
modernize certain aspects of our corporate governance pursuant to an amendment  
and restatement of our certificate of incorporation. The ability to elect       
directors and other voting rights will generally be granted only to holders of  
Class A common stock. Class B common stockholders will generally have no voting 
rights, other than the ability of holders of Series B-1 and Series B-2 shares   
of Class B common stock to approve changes that would adversely affect certain  
core rights and such other voting rights as may be required under Delaware law. 
See "Description of Capital Stock--Description of Common Stock--Description of  
Additional Provisions of Class B Common Stock--Voting on Core Rights."          

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In addition, the certificate of incorporation of For-Profit CBOT will     
contain certain change of control provisions, including provisions for a        
classified or staggered board of directors and a prohibition on stockholder     
action by written consent. These provisions are intended to encourage parties   
that may seek to acquire control of For-Profit CBOT to negotiate with its board 
of directors, which will attempt to maximize value to stockholders of For-      
Profit CBOT resulting from any negotiated transaction. See "Description of      
Capital Stock--Other Provisions."                                               

You are being asked to approve and adopt the amended and restated         
certificate of incorporation of For-Profit CBOT as part of the restructuring    
transactions. As noted above, we have included the form of the amended and      
restated certificate of incorporation of For-Profit CBOT as Appendix D to this  
document. The amended and restated certificate of incorporation will become     
effective upon its filing in the State of Delaware, which we currently expect   
to occur as soon as reasonably practicable following membership approval of the 
propositions relating to the restructuring transactions, as described elsewhere 
in this document, and satisfaction of all of the other conditions to the CBOT's 
obligation to complete the restructuring transactions. We urge you to review    
carefully all of the terms and conditions of the amended and restated           
certificate of incorporation before voting on the restructuring transactions.   

Amendment and Restatement of Our Bylaws. We will also modernize certain   
aspects of our corporate governance structure pursuant to changes to our        
bylaws. Consistent with the changes to the certificate of incorporation, the    
bylaws of For-Profit CBOT will contain provisions intended to reduce the        
ability of members to participate in the day-to-day management and operations   
of that corporation. The board of directors of For-Profit CBOT will have the    
authority to adopt, repeal and amend the bylaws without submitting such         
amendments to the stockholders for a vote, except for amendments which would    
adversely affect certain core rights of the Class B common stockholders as      
described elsewhere in this document, which will also require the approval of   
the holders of Series B-1 and Series B-2 shares of Class B common stock.        
Further, any proposal by a stockholder to adopt, repeal and amend the bylaws    
may only be brought to a vote at an annual meeting of the membership after      
satisfying the advance notice requirements described below and will require the 
approval of two-thirds of the voting power of the then-outstanding shares of    
stock of For-Profit CBOT entitled to vote generally in the election of          
directors.                                                                      

 The petition process of the members, which is currently implemented through
the ability of members to petition the board of directors to call special       
meetings of the members and the requirement that members approve all changes to 
the bylaws, will be substantially eliminated. The principal exception consists  
of the preservation in the certificate of incorporation of certain core rights  
associated with the trading rights and privileges of Class B common             
stockholders, with respect to which certain special voting rights will be       
vested with the holders of Series B-1 and Series B-2 shares of Class B common   
stock. The bylaws will provide that stockholders may not call special meetings  
of stockholders and only the chairman, the president and the board of directors 
will have the right to call such special meetings. The bylaws will contain      
provisions requiring that advance notice be delivered to For-Profit CBOT of any 
business to be brought by a stockholder before an annual meeting of             
stockholders and providing for certain procedures to be followed by             
stockholders in nominating persons for election to the For-Profit CBOT board of 
directors. Generally, such advance notice provisions will require that for an   
annual meeting a stockholder must give written notice to the secretary of For-  
Profit CBOT not less than 45, nor more than 75, days prior to the first         
anniversary of the date on which For-Profit CBOT first mailed its proxy         
materials for the preceding year's annual meeting of stockholders. In each      
case, the notice must set forth specific information regarding such stockholder 
and each director nominee or other business proposed by such stockholder, as    
applicable, as provided in our bylaws. Except with respect to nominations by    
stockholders for persons to be elected to the board of directors of For-Profit  
CBOT at a special meeting of stockholders at which directors are to be elected, 
stockholders of For-Profit CBOT will not be permitted to make proposals, or     
bring other business, to a special meeting of stockholders.                     

  For our first annual meeting following the restructuring transactions, which
will be held in 2002, notice must be given no earlier than            , 2002    
and no later than          , 2002.                                              

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We will also reduce the size of our board of directors from 18 members to 
nine members, implement a classified or staggered board and reduce the number   
of board committees, in a manner generally designed to increase the efficiency  
of the board of directors. See "Management and Executive Compensation--         
Directors and Executive Officers" and "--Committees of the Board of Directors." 

 You are being asked to approve and adopt the amended and restated bylaws of
For-Profit CBOT as part of the restructuring transactions. We have included the 
form of the amended and restated bylaws of For-Profit CBOT as Appendix E to     
this document. Article IX of the amended and restated bylaws, which clarifies   
the right of members to receive dividends, will take effect upon membership     
approval of the propositions relating to the restructuring transactions, as     
described elsewhere in this document. Other than Article IX, the amended and    
restated bylaws will take effect at the time that the amended and restated      
certificate of incorporation becomes effective. We urge you to review carefully 
all of the terms and conditions of the amended and restated bylaws before       
voting on the restructuring transactions.                                       

Amendment and Restatement of Our Rules and Regulations. We will also      
modernize certain aspects of our corporate governance structure pursuant to     
certain changes to our rules and regulations. Currently, our rules are part of  
our bylaws and may only be adopted, repealed or amended with the approval of    
the membership pursuant to authority granted to it in our certificate of        
incorporation. The bylaws of For-Profit CBOT will not include the rules and     
regulations and will generally vest in the board of directors sole and          
exclusive authority to adopt, repeal and amend the rules and regulations. As a  
result, the stockholders of For-Profit CBOT will not have authority to adopt,   
repeal and amend the rules and regulations, except for amendments that would    
adversely affect certain core rights of the Class B common stockholders as      
described elsewhere in this document, which will also require the approval of   
the holders of Series B-1 and Series B-2 shares of Class B common stock. The    
board of directors will be able to delegate some or all of the authority to     
amend the rules and regulations of For-Profit CBOT to management, subject to    
applicable law.                                                                 

  The rules and regulations will also implement certain other changes that are
designed to modernize various aspects of our corporate governance structure.    
Many of these changes involve deletions of certain rules and regulations, the   
substance of which will be addressed in the certificate of incorporation and/or 
bylaws of For-Profit CBOT.                                                      

You are being asked to approve and adopt these changes to our rules and   
regulations as part of the restructuring transactions. We currently expect that 
these changes to our rules and regulations will take effect at the time that    
the amended and restated certificate of incorporation becomes effective. The    
form of the rules and regulations of For-Profit CBOT, which, subject to other   
changes to the rules and regulations occurring after the date of this document, 
we currently expect to be the rules and regulations of For-Profit CBOT          
immediately after the restructuring transactions, as well as the current rules  
and regulations of the CBOT, have been filed as exhibits to the registration    
statement of which this document is a part. We have included as Appendix F to   
this document a summary entitled "Status of Current CBOT Rules and Regulations  
as a Result of the Restructuring Transactions," which summarizes the changes to 
current rules and regulations that will occur as a result of the restructuring  
transactions. We urge you to review carefully the summary of the changes to the 
rules and regulations as well as the above-referenced exhibits before voting on 
the restructuring transactions.                                                 

For more information about these changes to our corporate governance      
structure, and how such changes will affect your rights and obligations, see    
"Comparison of the Rights of Members of the CBOT and Stockholders of For-Profit 
CBOT."                                                                          

Reorganization of Our Electronic Trading Business                             

In connection with the restructuring transactions, our electronic trading 
business, part of which is currently operated by Ceres, will be reorganized and 
consolidated into eCBOT, our wholly owned subsidiary, so that, following the    
restructuring transactions, eCBOT will conduct the electronic trading business  
of For-Profit CBOT. We describe these transactions briefly below.               

As part of the reorganization of our electronic trading business, a newly-
formed corporate subsidiary of For-Profit CBOT will merge with and into Ceres,  
with Ceres as the surviving entity. As a result of this merger,                 

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eCBOT will remain the general partner of Ceres and For-Profit CBOT will become  
a limited partner of Ceres. Following the Ceres merger, Ceres will liquidate    
and its assets will be distributed to For-Profit CBOT and eCBOT, pursuant to    
the terms of the Ceres limited partnership agreement. For-Profit CBOT will then 
transfer to eCBOT assets relating to the electronic trading business. As a      
result, eCBOT will own and operate the electronic trading business of For-      
Profit CBOT, including our 50% ownership interest in CBOT/Eurex Alliance,       
L.L.C., and our interest in the a/c/e system.                                   

Pursuant to the Ceres merger, the limited partners of Ceres, other than   
eCBOT, will receive shares of Series A convertible preferred stock of For-      
Profit CBOT in exchange for their limited partnership interests. The number of  
shares of Series A convertible preferred stock that will be issued in exchange  
for each limited partnership interest will be determined by our board of        
directors and the board of directors of eCBOT, the general partner of Ceres, by 
dividing:                                                                       

. that partnership interest's allocable portion of the value of Ceres as    
presented in Arthur Andersen's final valuation report to be delivered as
 of a date reasonably proximate to the date of the completion of the Ceres
merger,                                                                 

by

. the liquidation preference of $100 per share of Series A convertible      
preferred stock of For-Profit CBOT.                                     

  In accordance with the exchange formula set forth above, the specific number
of shares of Series A convertible preferred stock that will be distributed to   
each limited partner of Ceres will not be determined by our board of directors  
and the board of directors of eCBOT until the time of the completion of the     
Ceres merger. For purposes of illustration, the following chart indicates the   
number of shares of Series A convertible preferred stock that would have been   
distributed for each Class A limited partnership if the distribution had been   
made on the basis of Arthur Andersen's valuation of Ceres as of December 31,    
2000 as described below.                                                        

Illustrative Example of 
Shares of Series A Convertible Preferred Stock To Be
Received Per Class A Partnership Interest 
As of December 31, 2000 

                                                                [Download Table]

                                                    Series A Convertible
Limited Partnership Interest                          Preferred Stock   
----------------------------                        --------------------
                                                                        
         Class A-1                                        132.5307      
         Class A-2                                         21.3460      
         Class A-3                                         14.6378      
         Class A-4                                          0.6406      

 Class B limited partnership interests are held only by our clearing members
and, according to the terms of the Ceres limited partnership agreement, part of 
the value of the Class B limited partnership interests is based upon the CBOT   
trading volume of the member holding such limited partnership interest. As a    
result, the value of each Class B limited partnership interest, and the number  
of shares of Series A convertible preferred stock to be issued with respect to  
that limited partnership interest, varies by holder. Based upon Arthur          
Andersen's valuation of Ceres as of December 31, 2000, a total of 58,800 shares 
of Series A convertible preferred stock would be distributed to the 61 holders  
of Class B limited partnership interests in Ceres.                              

You should understand that the actual number of shares of Series A        
convertible preferred stock to be issued to each Ceres limited partner will be  
determined by our board of directors and the board of directors of eCBOT based  
on the value of each limited partnership interest as presented in Arthur        
Andersen's final valuation report to be delivered to the board of directors as  
of a date reasonably proximate to the date of the completion of the Ceres       
merger and is not capable of determination at this time. Accordingly, the       
description above is for illustrative purposes only.                            

For more information regarding the Series A convertible preferred stock to
be issued to the Ceres limited partners, see "Description of Capital Stock--    
Preferred Stock--Series A Convertible Preferred Stock" below.                   

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Arthur Andersen has been retained to conduct a valuation analysis of Ceres
in order to provide to our board of directors its opinion of the fair market    
value of Ceres and each of the underlying partnership interests as of a date    
reasonably proximate to the date of the completion of the Ceres merger. Arthur  
Andersen's final valuation report will provide the basis for the use of the     
Series A convertible preferred stock as merger consideration and the allocation 
of the Series A convertible preferred stock among the Ceres limited partners in 
the Ceres merger. In February 2001, Arthur Andersen prepared a preliminary      
valuation analysis that concluded the fair market value of Ceres as of December 
31, 2000 was $29,400,000. The full text of the preliminary Ceres valuation      
analysis is attached as Appendix C-3 to this document.                          

According to this analysis, the allocation of value of Ceres among the    
general partner and the limited partner classes as of December 31, 2000 was as  
follows:                                                                        

Valuation of Ceres
As of December 31, 2000 

                                                                [Download Table]

   Partnership Interest                  Valuation 
   --------------------                  --------- 
                                                   
     General Partner                    $ 2,940,000
Class A-1 Limited Partners               18,581,000
Class A-2 Limited Partners                1,661,000
Class A-3 Limited Partners                  256,000
Class A-4 Limited Partners                   82,000
 Class B Limited Partners                 5,880,000
                                        -----------
          Total                         $29,400,000
                                        ===========

For more information regarding the valuation of Ceres, see "--Ceres       
Valuation Analysis of Arthur Andersen." For more information regarding the      
Series A convertible preferred stock, see "Description of Capital Stock."       

  Arthur Andersen was also retained by our board of directors and the board of
directors of eCBOT to evaluate the fairness, from a financial point of view, to 
Ceres and each class of its limited partners of the consideration to be         
received by each Ceres limited partner in exchange for their respective limited 
partnership interests pursuant to the Ceres merger. For more information, see   
"--Opinion of Arthur Andersen to the Board of Directors Regarding the Fairness  
of the Ceres Merger."                                                           

  Although you are being asked to approve the reorganization of our electronic
trading business because it is part of the restructuring transactions, you are  
not being asked to separately approve the Ceres merger. We expect that the      
Ceres merger will be approved by the CBOT, as the sole stockholder of eCBOT,    
and eCBOT, as the general partner of Ceres, and that the Ceres merger will be   
completed as soon as reasonably practicable following the effectiveness of the  
amended and restated certificate of incorporation. However, if the CBOT members 
entitled to vote do not approve all three of the propositions relating to the   
restructuring transactions submitted for their approval, the Ceres merger will  
not be completed. Our obligation to complete the Ceres merger is also           
conditioned on the satisfaction of the other conditions to the CBOT's           
obligation to complete the restructuring transactions. For more information     
about certain regulatory approvals and other conditions to implementing the     
transactions, see "--Regulatory Matters" and "--Conditions to Completing the    
Restructuring Transactions."                                                    

Independent Allocation Committee of the Board                                   

In January 2000, in connection with its approval of the original          
restructuring strategy, our board of directors established an Independent       
Allocation Committee of the board, composed solely of public or independent     
directors of the board, to determine and recommend to the full board an         
appropriate and fair allocation among the CBOT members of shares in the two     
companies contemplated by the original restructuring strategy: the company      
conducting the updated open outcry trading business and the company conducting  
the electronic trading business.                                                

To assure the independence of the process, each member of the Independent 
Allocation Committee confirmed that there were no conflicts of interest         
presented by his service on the Independent Allocation                          

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Committee, and that no member nor any person in a member's family held a        
financial interest in a CBOT member. The Independent Allocation Committee       
engaged an independent financial advisor, William Blair, and special counsel,   
Winston & Strawn, to assist in developing its recommendation. Again, each of    
these advisors confirmed that their service to the Independent Allocation       
Committee did not present a conflict of interest. Governor Thompson, the        
Chairman of the Independent Allocation Committee, is the Chairman of Winston &  
Strawn, special counsel to the Independent Allocation Committee. Members of the 
Independent Allocation Committee each received a fee of $20,000 for service on  
the committee. In addition, the CBOT agreed to indemnify each member against    
liabilities arising from such service. In addition, the CBOT agreed to          
compensate each member of the Independent Allocation Committee for time spent   
in connection with any litigation proceeding relating to the matters considered 
by the Independent Allocation Committee at an hourly rate, not to exceed $500,  
equal to the rate at which such member is compensated by third parties for      
legal or consulting services or, if no such rate is applicable to a member,     
such rate as is mutually agreed to by the CBOT and the member.                  

During the course of its initial deliberations, which took place from     
January to May 2000, the Independent Allocation Committee and its advisors      
reviewed member correspondence regarding their views on allocation; met with    
various membership committees and groups as well as CBOT management and staff;  
reviewed various CBOT organization documents, documents relating to the         
creation of memberships and certain trading and financial statistics relating   
to the CBOT, including historical prices for memberships; reviewed various      
other materials prepared for the CBOT or the board of directors by outside      
consultants, financial, legal and other advisors; participated in various       
meetings with such advisors; and researched other relevant data, including the  
allocation methodologies used by other exchanges in connection with             
demutualization transactions.                                                   

After considering various methodologies for allocation, the Independent   
Allocation Committee concluded that it would be appropriate to adopt an         
allocation methodology that takes into account a combination of factors rather  
than a single factor and includes the following:                                

. relative liquidation rights;                                              

. relative voting rights;                                                   

. the allocation made in connection with the formation of Ceres;            

. the market values of memberships; and                                     

. the contract volumes for which each class of membership has been          
responsible on a historical basis.                                      

Although the Independent Allocation Committee did not believe that it was 
appropriate to assign specific weight to any particular factor, the Independent 
Allocation Committee concluded that, in establishing an allocation, relatively  
greater importance should be given to liquidation rights, voting rights and the 
allocation made to members in connection with the formation of Ceres. Based on  
its deliberations, on May 5, 2000, the Independent Allocation Committee         
unanimously recommended to the full board that an allocation of shares of       
common stock in each of the open outcry trading company and the electronic      
trading company to each Full Member, Associate Member, GIM, IDEM and COM in the 
ratio of 5.0 : 1.0 : 0.50 : 0.06 : 0.07 is fair. In reaching this conclusion,   
the Independent Allocation Committee received and considered an opinion dated   
May 5, 2000 from William Blair that the allocation recommended by the           
Independent Allocation Committee in connection with the restructuring is fair,  
from a financial point of view, to the holders of each class of membership. For 
more information on this opinion, see "--Opinion of the Financial Advisor to    
the Independent Allocation Committee of the Board."                             

The recommendation of the Independent Allocation Committee on May 5, 2000,
as well as the opinion of William Blair as of such date, were based on a number 
of assumptions, including that:                                                 

. the restructuring would not take the form of a liquidation;               

. the trading rights and privileges of each class, including the Chicago    
Board Options Exchange exercise right of Full Members, would continue;  

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. each member would receive in addition to their trading rights the         
appropriate number of shares in both For-Profit CBOT and eCBOT per the  
allocation;                                                             

. each company's shares would be issued with equal per share voting and     
liquidation rights;                                                     

. such shares would be in addition to any shares or other consideration     
received in connection with the reorganization of Ceres, which          
transaction was outside the purview of the Committee.                   

The allocation did not take into consideration any transaction with the Chicago 
Board Options Exchange; and the allocation of assets and liabilities between    
the CBOT and eCBOT was beyond the purview of the Independent Allocation         
Committee.                                                                      

On May 16, 2000, the full board considered and adopted the recommendation 
made by the Independent Allocation Committee on May 5, 2000, subject to any     
changes in the underlying assumptions, and subject to the board's further       
approval of the definitive terms and structure of transactions designed to      
implement the restructuring.                                                    

Following the adoption by the board of directors of the revised           
restructuring strategy in August 2000, the Independent Allocation Committee     
undertook to consider the revised restructuring strategy and update its         
recommendation regarding an appropriate and fair allocation of value among CBOT 
members in the context of the revised restructuring strategy.                   

In the course of updating its initial recommendation regarding the        
allocation of equity among members of CBOT, the Independent Allocation          
Committee reviewed various aspects of the revised restructuring strategy that   
were developed subsequent to May 5, 2000, including:                            

. the change in the form of the restructuring transactions to provide for   
the distribution and allocation solely of shares of For-Profit CBOT and 
the formation of eCBOT as a wholly owned subsidiary of For-Profit CBOT; 

. the board of directors' decision to reorganize and consolidate the        
electronic trading business into eCBOT through a series of transactions 
involving Ceres, including a merger transaction in which limited        
partnership interests in Ceres would be exchanged for shares of Series A
convertible preferred stock of For-Profit CBOT; and                     

. the proposal to issue shares of common stock of For-Profit CBOT in two    
classes: Class A common stock with traditional voting, liquidating and  
dividend rights that would represent substantially all of the equity    
value and voting power initially evidenced by the common stock of For-  
 Profit CBOT; and Class B common stock that will be issued in five series,
two of which would have special voting rights with respect to certain   
trading rights and privileges of Class B common stockholders, each of   
which series will entitle an eligible holder to trading rights and      
privileges that correspond to, and are substantially similar to, the    
trading rights and privileges of one of the five member classes of CBOT.

The Independent Allocation Committee also considered such other factors as
it deemed relevant, including the trading volume activity by various membership 
classes and the trading prices for various memberships. Based on these          
deliberations and its conclusion that the factors which supported its initial   
recommendation remained an appropriate basis for determining an allocation      
methodology in the context of the restructuring transactions and that such      
factors had not changed in any material respect since May 5, 2000, on November  
21, 2000 the Independent Allocation Committee unanimously recommended to the    
full board that an allocation of shares of Class A common stock of For-Profit   
CBOT among the members in respect of their memberships in connection with the   
restructuring in the ratio of 5.0 : 1.0 : 0.50 : 0.06 : 0.07 to each Full       
Member, Associate Member, GIM, IDEM and COM, respectively is fair. In reaching  
this conclusion, the Independent Allocation Committee received and considered   
an updated oral opinion on November 20, 2000, which was confirmed in writing on 
November 21, 2000, from William Blair that such allocation is fair, from a      
financial point of view, to the holders of each class of membership. For more   
information on this updated opinion, see "--Opinion of the Financial Advisor to 
the Independent Allocation Committee of the Board."                             

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The updated recommendation of the Independent Allocation Committee on     
November 21, 2000, as well as the opinion of William Blair as of such date,     
were based on a number of assumptions, including that:                          

. the restructuring will not take the form of a liquidation;                

. the trading rights and privileges of each membership class, including the 
Chicago Board Options Exchange exercise right of Full Members, will     
continue;                                                               

. each member will receive, in addition to a share of the appropriate       
series of Class B common stock and associated trading rights and        
privileges, the number of shares of Class A common stock to which such  
 member is entitled in For-Profit CBOT per the allocation ratio in respect
of his or her membership;                                               

. such shares would be in addition to the shares of Series A convertible    
preferred stock or other consideration received in connection with the  
 Ceres merger, the fairness of which transaction is beyond the purview the
Independent Allocation Committee and the opinion of William Blair; and  

. the allocation did not take into consideration any possible transaction   
or business combination with any other party.                           

On January 16, 2001, immediately prior to the meeting of the board of     
directors to consider the restructuring transactions, the Independent           
Allocation Committee met to review and consider the refinements to the          
restructuring transactions recommended by the Executive Committee and           
management. At the meeting of the board of directors, the Independent           
Allocation Committee reported to the board of directors that it had reviewed    
the refinements to the restructuring transactions recommended by the Executive  
Committee and management and confirmed its updated recommendation regarding the 
allocation among the members of Class A common stock in respect of their        
memberships in connection with the restructuring transactions, as currently     
proposed, as provided to the board at the November 21, 2000 meeting. The        
Independent Allocation Committee indicated that, in reaching this               
recommendation, it received and considered an updated opinion of William Blair, 
dated January 16, 2001, that the proposed allocation is fair, from a financial  
point of view, to each of the five classes of members.                          

Opinion of the Financial Advisor to the Independent Allocation Committee of the 
Board                                                                           

Since no mechanism currently exists in our certificate of incorporation or
bylaws for allocating ownership in our organization among the members, the CBOT 
established the Independent Allocation Committee as described above under "--   
Independent Allocation Committee of the Board" and William Blair was retained   
by the Independent Allocation Committee to render a written opinion as to the   
fairness, from a financial point of view, of the allocation among CBOT members  
in respect of their memberships of shares of common stock of For-Profit CBOT    
and shares of common stock of the new electronic trading company. William Blair 
was hired based on its qualifications and expertise in providing financial      
advice to companies and its reputation as a nationally recognized investment    
banking firm. William Blair was paid total fees of $750,000 for the issuance of 
its written opinion to the Independent Allocation Committee and the board of    
directors. Payment of the fee was not conditioned on the conclusion reached by  
William Blair in its opinion. We also agreed to indemnify William Blair against 
potential liabilities arising out of its engagement. We note that, in the       
opinion of the SEC, indemnification against liabilities under the U.S. federal  
securities laws is against the public policy expressed in the Securities Act    
and is, therefore, unenforceable.                                               

At the request of the Independent Allocation Committee, William Blair     
originally delivered to the committee its oral fairness opinion on May 5, 2000, 
which was also confirmed in writing as of such date and also addressed to our   
board. In light of the August 31, 2000 abandonment of the original              
restructuring strategy, which had contemplated two separate for-profit          
companies, in favor of the revised restructuring strategy, which contemplates a 
single demutualized company operating the electronic trading company as a       
wholly owned subsidiary, William Blair reissued its opinion on November 20,     
2000, which it confirmed in writing on November 21, 2000. The November 21, 2000 
opinion was also addressed to our board.                                        

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In light of the further refinements to the restructuring transactions     
recommended by the Executive Committee and management in early January 2001, at 
the request of the Independent Allocation Committee, William Blair reviewed and 
considered the refinements to the restructuring transactions and reissued its   
opinion by letter dated January 16, 2001, the date on which the Independent     
Allocation Committee confirmed its updated recommendation concerning the        
allocation and the board of directors met to consider, and voted to approve,    
the restructuring transactions, including the recommended allocation of Class A 
common stock among members in respect of their memberships. The January 16,     
2001 opinion was also addressed to our board. For more information, see "--     
Background of the Restructuring Transactions--Development of the Restructuring  
Strategy."                                                                      

The January 16, 2001 opinion, which was substantially similar to          
William Blair's November 21, 2000 opinion, stated that, based upon and subject  
to the matters set forth in the opinion, the allocation to members of shares of 
Class A common stock of For-Profit CBOT in respect of their memberships in      
connection with the restructuring transactions in the ratio of 5.0 : 1.0 : 0.5  
: 0.06 : 0.07 to each Full Member and Associate Member, and each holder of a    
GIM, IDEM and COM, respectively, is fair, from a financial point of view, to    
each of the five classes of members. William Blair's May 5 opinion had stated,  
with similar qualifications, that an allocation in the same ratio of common     
stock of For-Profit CBOT and of eCBOT would be fair, from a financial point of  
view, to each of the five classes of members. The full text of the January 16   
opinion is attached as Appendix C-1 to this document and describes the          
assumptions made, matters considered and limits on the scope of the review      
undertaken, by William Blair. We urge you to read the opinion carefully and in  
its entirety before voting on the restructuring transactions.                   

William Blair's opinions address only the fairness, from a financial point
of view, to each class of the members of the allocation of shares of Class A    
common stock among the members in respect of their memberships in connection    
with the restructuring transactions. The fairness of the consideration to be    
received by the limited partners of Ceres in exchange for their limited         
partnership interests pursuant to the Ceres merger is beyond the scope of       
William Blair's opinions. For information regarding the Arthur Andersen         
fairness opinion, which addresses such matters, see "--Opinion of Arthur        
Andersen to the Board of Directors Regarding Fairness of the Ceres Merger."     
William Blair's opinions do not address the merits of our underlying decision   
to engage in the restructuring transactions or the fairness of the              
consideration to be received by the members in respect of memberships in the    
restructuring transactions, and do not constitute a recommendation to any       
member as to how you should vote with respect to the restructuring              
transactions. See "Risk Factors--Risks Relating to the Restructuring            
Transactions--We Have Not Determined or Received Any Opinion Regarding the      
Value of the CBOT Before or After the Restructuring Transactions or the Value   
of the Securities You Will Receive in the Restructuring Transactions Compared   
to the Value of the Memberships You Currently Own."                             

  In rendering each of its opinions, William Blair assumed and relied, without
independent verification, upon the accuracy and completeness of all the         
information examined by or otherwise reviewed or discussed with it for purposes 
of the opinion. William Blair did not make or obtain an independent valuation   
or appraisal of our assets, liabilities or solvency. Each opinion is based upon 
economic, market, financial and other conditions existing on, and other         
information disclosed to William Blair as of, the date of the opinion. Although 
subsequent developments may affect an opinion, William Blair does not have any  
obligation to update, revise, reaffirm or reissue the opinion except when       
requested as provided in the letter agreement between William Blair and the     
Independent Allocation Committee dated March 8, 2000 and the amendment dated    
May 5, 2000.                                                                    

In connection with its review of the restructuring transactions and the   
preparation of the opinions, William Blair examined, among other things:        

. certain descriptive information regarding the restructuring transactions; 

. various organizational documents of the CBOT and Ceres, including the     
 CBOT's certificate of incorporation, bylaws and rules and regulations and
the Ceres limited partnership agreement;                                

. various trading and financial statistics for the CBOT;                    

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. certain publicly available information regarding terms of certain         
 transactions involving restructurings of exchanges comparable to the CBOT
and the allocation of value;                                            

. presentations provided to us by our consultants and financial and legal   
advisors;                                                               

. letters to the CBOT from various members regarding the restructuring      
transactions; and                                                       

. information regarding the historical trading prices of memberships.       

In connection with its opinions, William Blair also examined drafts of the
Registration Statement on Form S-4 of the CBOT relating to the restructuring    
transactions and the Amended and Restated Certificate of Incorporation and      
Bylaws of For-Profit CBOT.                                                      

William Blair also held discussions with current and former members of our
senior management and of the various classes of members of CBOT regarding the   
foregoing, considered other matters which it deemed relevant to its inquiry and 
has taken into account such accepted financial and investment banking           
procedures and considerations as it deemed relevant.                            

  William Blair was also advised by the Independent Allocation Committee that,
for purposes of rendering its opinions, it could assume that the restructuring  
transactions will not be effected by means of a liquidation. William Blair made 
this assumption without independent legal analysis.                             

  Furthermore, in connection with its review of the restructuring transactions
and the preparation of its opinions, William Blair assumed that:                

. there will not be any transaction, including any business             
combination, with the Chicago Board Options Exchange; William Blair 
had been advised that prior discussions around the time of its May 5
opinion between the CBOT and Chicago Board Options Exchange of a    
possible business combination had terminated; and                   

. all existing trading privileges and the Chicago Board Options         
Exchange exercise right of Full Members will remain intact following
the restructuring transactions.                                     

William Blair's May 5 opinion also made certain additional assumptions.   

The following summarizes the principal financial analyses performed by    
William Blair to arrive at the conclusions set forth in the January 16, 2001    
opinion. William Blair performed similar financial analyses in arriving at its  
conclusions in its May 5 and November 21, 2000 opinions. William Blair          
performed certain procedures, including each of the financial analyses          
described below, and reviewed with the Independent Allocation Committee the     
assumptions upon which such analyses were based, and other factors. The         
preparation of a fairness opinion is a complex process. The summary set forth   
below does not purport to be a complete description of the analyses performed   
or factors considered by William Blair in this regard.                          

In arriving at its conclusion, William Blair considered various           
methodologies for allocating the shares of Class A common stock in For Profit   
CBOT among the members in respect of their memberships in connection with the   
restructuring transactions. William Blair concluded, in its professional        
judgment, that an allocation methodology that takes into account a combination  
of factors rather than a single factor was appropriate, and that such           
combination of factors should include, with respect to each of the five classes 
of members:                                                                     

. relative liquidation rights;                                              

. relative voting rights;                                                   

. the allocation made in respect of each membership in connection with the  
formation of Ceres;                                                     

. the market values of memberships; and                                     

. the contract volumes for which each class of membership has been          
responsible on a historical basis.                                      

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 In arriving at its conclusion, William Blair attached greater importance to
liquidation rights, voting rights and the allocation made in respect of each    
membership in connection with the formation of Ceres.                           

Relative Liquidation Rights                                                   

  William Blair reviewed the liquidation rights as defined in the CBOT bylaws,
including the rules, which provide for the sharing of proceeds from dissolution 
allocated to each member in the event of liquidation. In addition, William      
Blair reviewed the implied per share allocation ratios, as set forth below:     

                                                                [Download Table]

 Member      Liquidation     Implied Per Share
  Class    Share Per Member  Allocation Ratio*
 ------    ----------------  -----------------
                                              
  Full          1.000              6.00       
Associate       0.167              1.00       
   GIM          0.111              0.67       
  IDEM          0.005              0.03       
   COM          0.005              0.03       

--------                                                                        
*Stated as a multiple of Liquidation Share Per Member for the Associate Member  
class.                                                                    

Relative Voting Rights                                                        

William Blair reviewed voting rights per member as set forth in the CBOT  
certificate of incorporation, bylaws and rules and regulations. In addition,    
William Blair reviewed the implied per share allocation ratios, as set forth    
below:                                                                          

                                                                [Download Table]

 Member    Relative Voting Rights  Implied Per Share
  Class          Per Member        Allocation Ratio*
 ------    ----------------------  -----------------
                                                    
  Full             1.000                 6.00       
Associate          0.167                 1.00       
   GIM             0.000                 0.00       
  IDEM             0.000                 0.00       
   COM             0.000                 0.00       

--------                                                                        
*Stated as a multiple of Relative Voting Rights Per Member for the Associate    
Member class.                                                             

Allocation Made in Respect of Each Membership in Connection with the Formation
of Ceres                                                                      

William Blair reviewed the allocation of profits as defined in the Ceres  
limited partnership agreement for the 70% of Ceres owned by the Ceres limited   
partners who are CBOT members other than the clearing members. In addition,     
William Blair reviewed the implied per share allocation ratios, as set forth    
below:                                                                          

                                                                [Download Table]

               Allocation of        Per Member             Implied       
 Member      Profits by Member     Allocation of     Per Share Allocation
  Class          Class (1)          Profits (2)           Ratio (3)      
 ------      -----------------     -------------     --------------------
                                                                         
  Full            90.28%             0.06439%                6.00        
Associate          8.36%             0.01073%                1.00        
   GIM             0.95%             0.00537%                0.50        
  IDEM             0.21%             0.00032%                0.03        
   COM             0.21%             0.00032%                0.03        

--------                                                                        
(1) As defined in the Ceres limited partnership agreement. Based on member seat 
count as stated in the draft dated January 9, 2001 of the Registration  
Statement on Form S-4 of the CBOT as follows: Full (1,402), Associate   
(779), GIM (177), IDEM (642) and COM (643).                             
(2) Defined as Allocation of Profits by Member Class divided by the respective  
member seat count.                                                      
(3) Stated as a multiple of Per Member Allocation of Profits for the Associate  
Member class.                                                           

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Market Values of Memberships                                                  

William Blair reviewed the median historical trading prices of memberships
for the one-year period ending July 21, 1999, the day before the announcement   
of the formation of the Restructuring Task Force and the restructuring          
initiative. In addition, William Blair reviewed the implied per share           
allocation ratios, as set forth below:                                          

                                                                [Download Table]

                      Median Membership Price                                  
                         (For the One Year                       Implied       
 Member               Period Ending July 21,               Per Share Allocation
  Class                        1999)                              Ratio*       
 ------               -----------------------              --------------------
                                                                               
  Full                       $490,000                              2.49        
Associate                    $197,000                              1.00        
   GIM                       $ 89,000                              0.45        
  IDEM                       $ 27,000                              0.14        
   COM                       $ 55,000                              0.28        

--------                                                                        
*Stated as a multiple of Median Membership Price for the Associate Member       
class.                                                                    

  William Blair also considered median historical trading prices for the five-
year period ending July 21, 1999, as well as spot market prices as of January   
5, 2001 for each membership class.                                              

Contract Volumes                                                              

William Blair reviewed the contract volume traded by each membership class
as a percentage of the total contract volume traded by all membership classes.  
The analysis was based on contract trading volume data for the 28 month period  
beginning September 1, 1998 and ending December 31, 2000, the latest such       
period for which contract trading volume data by membership class was readily   
available. In addition, William Blair reviewed the implied per share allocation 
ratios, as set forth below:                                                     

                                                                [Download Table]

            Percent of Total        Implied     
 Member    Contract Volume by      Per Share    
  Class       Member Class     Allocation Ratio*
 ------    ------------------  -----------------
                                                
  Full           49.00%              1.21       
Associate        40.55%              1.00       
   GIM            0.57%              0.01       
  IDEM            4.86%              0.12       
   COM            5.02%              0.12       

--------                                                                        
*Stated as a multiple of Percent of Total Contract Volume by Member Class for   
the Associate Member class.                                               

The foregoing description is only a summary of the material aspects of the
financial analyses used by William Blair in connection with rendering the       
opinions. The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. It involves 
various determinations as to the most appropriate and relevant methods of       
financial analysis and the application of those methods to the particular       
circumstances. Selecting portions of the analyses or of the summary set forth   
above, without considering the analyses as a whole, could create an incomplete  
view of the processes underlying William Blair's opinions. In arriving at the   
opinions, William Blair considered the results of all these analyses. The       
analyses were prepared solely for the purposes of William Blair providing its   
opinion as to the fairness, from a financial point of view, to each of the five 
classes of CBOT members, of the allocation of shares of Class A common stock in 
For-Profit CBOT among the members in respect of their memberships in connection 
with the restructuring transactions.                                            

Any analysis of the fairness, from a financial point of view, to the      
members, involves complex considerations and judgments. The fairness opinion    
and the related presentations to the Independent Allocation Committee on May 5, 
2000, November 20, 2000 and January 16, 2001 were among many factors taken into 
consideration by the Independent Allocation Committee in recommending the       
allocation. William Blair's opinions are for the use and benefit of the         
Independent Allocation Committee and the board of directors in their            
consideration of the allocation in the context of the restructuring             
transactions.                                                                   

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William Blair was not requested to, and did not, participate in the       
structuring of the restructuring transactions nor was it asked to consider, and 
its opinions do not address, the relative merits of the restructuring           
transactions as compared to any alternative business strategies that might      
exist for us or the effect of any other transaction in which we might engage,   
the value of the CBOT before or after completion of the restructuring           
transactions, or the fairness of the consideration to be received by CBOT       
members in respect of their memberships in connection with the restructuring    
transactions. See "Risk Factors--Risks Relating to the Restructuring            
Transactions--We Have Not Determined or Received Any Opinion Regarding the      
Value of the CBOT Before or After the Restructuring Transactions or the Value   
of the Securities You Will Receive in the Restructuring Transactions Compared   
to the Value of the Memberships You Currently Own."                             

Opinion of Arthur Andersen to the Board of Directors Regarding the Fairness of  
the Ceres Merger                                                                

Arthur Andersen was retained by our board of directors and the board of   
directors of eCBOT to render a written opinion as to the fairness, from a       
financial point of view, to Ceres and each class of the limited partners of     
Ceres, of the consideration to be received by each Ceres limited partner in     
exchange for their respective limited partnership interests pursuant to the     
Ceres merger. Arthur Andersen was hired based on its qualifications and         
expertise in providing financial advice to companies and its reputation as a    
nationally recognized professional services firm having significant financial   
advisory expertise and experience. Moreover, Arthur Andersen had already been   
engaged by us in connection with preparing a valuation analysis of Ceres.       
Arthur Andersen confirmed to us that its service to the two boards did not      
present a conflict of interest, and disclosed that it has performed and         
continues to perform various accounting and tax services for the CBOT that are  
unrelated to the restructuring transactions and that Arthur Andersen has        
received customary fees for rendering such services. Arthur Andersen was paid   
total fees of $300,000 for the services provided in connection with the         
issuance of its written opinion. No portion of Arthur Andersen's fee was        
contingent upon the completion of the Ceres merger or the conclusion reached in 
the opinion. We also agreed to indemnify Arthur Andersen against potential      
liabilities arising out of their engagement. We note that, in the opinion of    
the SEC, indemnification against liabilities under the U.S. federal securities  
laws is against the public policy expressed in the Securities Act and is,       
therefore, unenforceable.                                                       

 Arthur Andersen provided its written opinion to the two boards of directors
by letter dated January 16, 2001. The opinion of Arthur Andersen stated that,   
based upon and subject to the following assumptions and limitations, including  
the various assumptions and limitations set forth in the opinion, the           
consideration to be received by each limited partner of Ceres in exchange for   
their respective limited partnership interests pursuant to the Ceres merger, is 
fair, from a financial point of view, to Ceres and each class of its limited    
partners, as of the date of the opinion.                                        

 Arthur Andersen has agreed to reaffirm its opinion at or about the times at
which:                                                                          

. the board approves the Ceres merger;                                      

. the proxy statement and prospectus relating to the restructuring          
transactions is disseminated to the membership in connection with the   
special meeting for the purpose of voting on the restructuring          
transactions; and                                                       

. the Ceres merger is completed.                                            

The full text of the Arthur Andersen fairness opinion is attached as      
Appendix C-2 to this document. We encourage you to read carefully the full text 
of that opinion, including the description of the assumptions made, matters     
considered, and limits on the scope of the review and analysis undertaken by    
Arthur Andersen, before voting on the restructuring transactions.               

 As noted above, the CBOT currently anticipates receiving a reaffirmation of
the Arthur Andersen fairness opinion at or about the time of the completion of  
the Ceres merger. Upon receipt, such opinion will be made available for         
inspection and copying during regular business hours at our principal executive 
offices located at 141 West Jackson Boulevard, Chicago, Illinois 60604, by any  
CBOT member or Ceres limited partner or his or her representative who has been  
so designated in writing.                                                       

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 The opinion addresses only the fairness, from a financial point of view, of
the consideration to be received by each limited partner of Ceres in exchange   
for their respective limited partnership interests pursuant to the Ceres merger 
to Ceres and each class of the limited partners of Ceres. Arthur Andersen has   
not acted as financial advisor to Ceres, eCBOT or the CBOT in connection with   
the Ceres merger, other than in connection with rendering its fairness opinion  
and in connection with estimating the fair market value of Ceres and the        
limited partnership interests as described below under "--Ceres Valuation       
Analysis of Arthur Andersen" to assist us in determining the terms of and       
effecting the Ceres merger. Additionally, Arthur Andersen has not been          
authorized to, and has not solicited, alternative offers for Ceres or its       
assets, and Arthur Andersen has not investigated any other alternative          
transactions that may be available to Ceres and its partners. In addition, the  
opinion of Arthur Andersen does not address nor shall it be construed to        
address the underlying business decision to effect the Ceres merger. Their      
opinion letter does not constitute a recommendation to any partner or member    
with respect to whether to vote in favor of the restructuring transactions or   
take any other action in connection with the Ceres merger or otherwise, and     
should not be relied upon by any partner or member as such.                     

  In the review and analysis prepared to formulate an opinion, Arthur Andersen
has assumed and relied upon the accuracy and completeness of all of the         
financial and other information provided to them by management or publicly      
available to them, and Arthur Andersen does not assume any responsibility for   
the independent verification of such information. Arthur Andersen further       
relied upon the assurances of management of Ceres, eCBOT and the CBOT, to the   
effect that the management of each such entity is unaware of any facts that     
would make the information they provided to Arthur Andersen incomplete or       
misleading in any respect. Arthur Andersen also assumed that the information    
received from the management of each of Ceres, eCBOT and/or the CBOT was        
prepared in good faith and on a basis reflecting the best currently available   
judgments and estimates of management. Arthur Andersen did not prepare an       
independent evaluation of the software, systems architecture, network           
capability, etc. of the technology assets held by Ceres, and Arthur Andersen    
was not requested to, and did not, express any view whatever as to the federal, 
state or local tax consequences of the Ceres merger.                            

The services Arthur Andersen rendered to our board of directors and the   
board of directors of eCBOT in connection with the restructuring transactions   
were comprised solely of financial advisory services for the purpose of         
rendering its opinion as to fairness as described above and the valuation of    
Ceres as described below and did not include any accounting, audit, legal or    
tax services. Without limiting the foregoing, the services provided by Arthur   
Andersen with respect to the Ceres merger do not constitute, nor should they be 
construed to constitute in any way, a review or audit of, or any other          
procedures with respect to, any financial information, nor should such services 
be relied upon by any person to disclose weaknesses in internal controls,       
financial statement errors or irregularities, or illegal acts or omissions of   
any person affiliated with the Ceres merger. The opinion is also necessarily    
based on prevailing economic and market conditions and other circumstances as   
they exist and can be evaluated on the date thereof. Arthur Andersen is under   
no obligation to update or revise the opinion for events occurring after the    
date of the opinion except as otherwise described herein.                       

The opinion of Arthur Andersen was prepared solely for the benefit and use
of our board of directors and the board of directors of eCBOT in their          
consideration of the terms of the Ceres merger in connection with their review  
and consideration of the restructuring transactions and, such opinion may not   
be relied upon by any other person, used for any other purpose or reproduced,   
disseminated, quoted or referred to at any time, in any manner or for any       
purpose without Arthur Andersen's prior written consent, with the exception of  
the inclusion of the opinion in this document.                                  

In connection with their analysis, Arthur Andersen performed such         
investigations and analyses as it considered appropriate. Among other items     
considered, it:                                                                 

. read current and historical financial information including Ceres         
Consolidated Statements of Financial Position as of August 31, 2000     
(unaudited), Ceres and CBOT First Quarter Financial Report 2000 for the 
quarter ended March 31, 2000 (unaudited), Ceres and CBOT Consolidated   
Financial Statements for                                                

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  the year ended December 31, 1999 (unaudited), Ceres Consolidated Financial
 Statements for the years ended December 31, 1992, 1993, 1994, 1995, 1996,
 1997 and 1998 (audited), CBOT Annual Reports for the years ended December
31, 1995, 1996, 1997, 1998, and 1999 including financial statements     
 (audited), Ceres monthly reports of revenues and expenses for each month,
January through October, of fiscal year 2000 (unaudited), Summary of    
 Obligation and Payments to DBS Group for the Eurex software as of October
31, 2000 (unaudited);                                                   

. read certain publicly available business and financial information        
relating to Ceres and the CBOT including press releases and public      
information extracted from the CBOT's website;                          

. read certain internal financial and operating information provided by     
 management, including Member Trading Volume for the Quarters Ending March
 31, 1999, June 30, 1999, September 30, 1999, December 31, 1999, March 31,
2000 and Trailing Five-Quarter Average for Class B partners, Volume     
Report: CBOT Exchange Fees System, Ceres CTI Volume Report for          
Agriculture and Financials by firm number sequence for the year-to-date 
through March 31, 1999, last three months for June 30, 1999, September  
 30, 1999, and December 31, 1999, and year-to-date through March 31, 2000,
Ceres CTI Volume Report for Agriculture and Financials by firm number   
sequence for the year-to-date through August 31, 2000, Ceres Class B    
Units for the year ended Decmebr 31, 1999, CBOT Class B Capital Balance 
Summary;                                                                

. researched and reviewed data for certain other companies, the securities  
of which are publicly traded, which they believe may be similar or      
comparable to the proposed terms of the Series A convertible preferred  
stock;                                                                  

. held meetings and discussions with management and senior personnel to     
discuss the business, operations, assets, historical financial results  
and future prospects of the combined company including Jill Harley, Vice
President/Treasurer Accounting and Finance Department; Glen Johnson,    
Senior Vice President/Chief Financial Officer; Terry Livingston,        
Associate General Counsel/Legal; and James Amaral, Vice President of    
Information Systems/Chief Investment Officer;                           

. considered the investment in technology made by Ceres to establish an     
electronic trading system for the fiscal years ended December 31, 1997, 
1998, 1999 and year-to-date through November 30, 2000;                  

. performed a discounted cash flow analysis of potential income generating  
scenarios for Ceres based upon independent research;                    

. read various agreements related to Ceres, the CBOT, a/c/e, and Eurex from 
 a financial point of view including the Ceres Trading Limited Partnership
Second Amended and Restated Agreement of Limited Partnership dated as of
September 8, 1997, the Amended and Restated CBOT/Ceres License Agreement
 dated May 15, 1998, the Electronic Trading Division Expense Agreement for
CBOT/Ceres dated May 29, 1998, the Alliance Agreement among the CBOT,   
Ceres, Deutsche Borse, Swiss Stock Exchange, Eurex Zurich, Eurex        
Frankfurt, and Eurex Deutschland dated October 1, 1999, the Software    
License Agreement among CBOT, Ceres, Deutsche Borse, and Swiss Stock    
Exchange dated October 1, 1999, the December 31, 1999 Unanimous Written 
 Consent of the Supervisory Board of CBOT/Eurex Alliance, LLC, the Interim
Agreement for Ceres, JV, and DBS dated January 15, 2000, the July 27,   
2000 Confirmation of Rights Agreement, the July 19, 2000 Market         
Supervision Services Agreement, the Master Software Development         
Agreement, the Systems Operations Agreement between the Eurex Group, the
CBOT, CBOT/Eurex Alliance, L.L.C. and certain related entities and      
Supporting Documents;                                                   

. considered the financial terms of certain recent business combination     
transactions in the securities and futures exchange industry; and       

. conducted such other studies, analyses, inquiries and investigations as   
it deemed appropriate.                                                  

The following discussion summarizes the principal financial analyses and  
procedures performed by Arthur Andersen to arrive at its conclusions set forth  
in the opinion. This discussion is a summary that does not purport to be a      
complete description of the analyses performed or factors considered by Arthur  
Andersen in arriving at its opinion.                                            

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In arriving at its conclusions, Arthur Andersen considered various        
methodologies and analyses to assess the value of Ceres and its partnership     
interests and the value of the proposed merger consideration, the Series A      
convertible preferred stock of For-Profit CBOT.                                 

  In developing its methodology to assess the value of Ceres and each class of
partnership interest, Arthur Andersen considered a broad scope of information,  
both internal and external to Ceres, considered various approaches to           
estimating value, prepared independent analyses and reviewed appropriate        
documents including the Ceres Trading Limited Partnership Second Amended and    
Restated Agreement of Limited Partnership dated September 8, 1997. Arthur       
Andersen did not make any assessment of the contractual or legal rights         
regarding distributions to partners; with respect to such matters, they relied  
upon guidance provided by legal counsel to the CBOT. For a more detailed        
discussion of these analyses, see "--Ceres Valuation Analysis of Arthur         
Andersen."                                                                      

The allocation of the fair market value of Ceres to its partnership       
interests was prepared by Arthur Andersen based upon the ownership percentage   
of each class in accordance with the Ceres Second Amended and Restated          
Agreement of the Limited Partnership, dated September 8, 1997. The Class A      
limited partners' ownership was considered pro rata according to their          
respective percentage interests. The Class B limited partners' ownership was    
based on a weighting of 40% allocated pro rata according to their percentage    
interests and 60% allocated according to their respective "Electronic Trading   
System Clearing Volume" with respect to contracts traded on the CBOT.           

The allocation of the fair market value of Ceres was prepared as follows: 

                                                                [Download Table]

Partners                        Ownership
--------                        ---------
                                         
General partner (eCBOT)........    10%   
Class A limited partners.......    70%   
Class B limited partners.......    20%   
                                  ----   
Total..........................   100%   
                                  ====   

The assessment of the value of the Series A convertible preferred stock   
included a consideration of the rights and investment features of the preferred 
stock, as indicated by the proposed terms for the Series A convertible          
preferred stock as provided by management of the CBOT and eCBOT, relative to    
similar preferred stock issues of publicly traded companies and their current   
market-derived yields.                                                          

The foregoing description is only a summary of the material aspects of the
financial analyses used by Arthur Andersen in connection with rendering its     
opinion. You should be aware that the preparation of a fairness opinion is a    
complex process and is not necessarily susceptible to partial analysis or       
summary description. Selecting portions of the analyses or of the summary set   
forth above, without considering the analyses as a whole, could create an       
incomplete view of the processes underlying Arthur Andersen's opinion. In       
arriving at the opinion, Arthur Andersen considered the results of all of these 
analyses. The analyses were prepared solely for the use of Arthur Andersen in   
its consideration of providing its opinion of the fairness, from a financial    
point of view, to Ceres and each class of the Ceres limited partners of the     
consideration to be received by each Ceres limited partner in exchange for      
their respective limited partnership interests pursuant to the Ceres merger.    

Ceres Valuation Analysis of Arthur Andersen                                     

The CBOT board of directors retained Arthur Andersen to assist with a     
valuation of Ceres and the limited partnership interests in connection with the 
restructuring transactions. Arthur Andersen was hired based on its              
qualifications and expertise in providing financial advice to companies and its 
reputation as a nationally recognized professional services firm having         
significant financial advisory expertise and experience. Arthur Andersen        
confirmed to us that its service did not present a conflict of interest, and    
disclosed that it has performed and continues to perform various accounting and 
tax services for the CBOT that are unrelated to the restructuring transactions  
and that Arthur Andersen has received customary fees for rendering such         
services. Arthur Andersen has been or will be paid total fees of less than      
$100,000 in connection with the valuation                                       

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analysis. No portion of Arthur Andersen's fee was contingent upon the           
completion of the Ceres merger or the conclusion reached in the analysis. We    
also agreed to indemnify Arthur Andersen against potential liabilities arising  
out of their engagement. We note that, in the opinion of the SEC,               
indemnification against liabilities under the U.S. federal securities laws is   
against the public policy expressed in the Securities Act and is, therefore,    
unenforceable.                                                                  

 The final valuation analysis of Ceres, which will be provided to us as of a
date reasonably proximate to the date of the completion of the Ceres merger,    
will provide the basis for the use of the Series A convertible preferred stock  
of For-Profit CBOT as merger consideration and the allocation of the Series A   
convertible preferred stock among the Ceres limited partners in the Ceres       
merger. As of the date of this document, Arthur Andersen has developed its      
valuation methodology and has provided the board of directors with a            
preliminary valuation analysis of Ceres in connection with its consideration of 
the restructuring transactions. The full text of the preliminary Ceres          
valuation analysis is attached as Appendix C-3 to this document. Upon receipt,  
Arthur Andersen's final valuation report, to be dated as of a date reasonably   
proximate to the date of the completion of the Ceres merger, will be made       
available for inspection and copying during regular business hours at our       
principal executive offices located at 141 West Jackson Boulevard, Chicago,     
Illinois 60604, by any CBOT member or Ceres limited partner or his or her       
representative who has been so designated in writing.                           

In connection with its valuation analysis, Arthur Andersen considered a   
broad scope of information, both internal and external to Ceres, considered     
various approaches to estimating value, prepared independent analyses and       
considered appropriate documents including the Ceres Trading Limited            
Partnership Second Amended and Restated Agreement of Limited Partnership dated  
as of September 8, 1997. The basis of value utilized in Arthur Andersen's       
valuation methodology is fair market value, which it defines as the amount at   
which property would change hands between a willing buyer and a willing seller  
when neither is acting under compulsion and when both have reasonable knowledge 
of the relevant facts. Arthur Andersen considered various valuation approaches, 
including an income approach, market approach and net asset approach. Set forth 
below is a brief description of each approach.                                  

 Income Approach. The income approach measures the value of an entity by the
present value of its future economic benefits. Value indications are developed  
by discounting expected cash flows to their present value at a rate of return   
that incorporates the time value of funds and the risks associated with the     
particular investment. The discount rate selected is based on rates of return   
available from alternative investments of similar type and quality as of the    
valuation date.                                                                 

  Market Approach. The market approach measures the value of an entity through
an analysis of recent transactions or offerings of comparative entities. These  
entities may be companies whose stock is actively traded or private companies   
acquired in transactions for which the terms are known to us. Consideration is  
given to the financial condition and operating performance of the entity being  
appraised relative to those of the selected guideline companies operating in    
the same or a similar line of business, and which are potentially subject to    
corresponding economic, environmental, and political factors. The guideline     
companies would be considered reasonable investment alternatives.               

Cost or Net Asset Approach. The cost or net asset approach measures the   
value of an entity by the net aggregate fair market value of the entity's       
underlying assets. Application of this approach entails a restatement of the    
balance sheet of the enterprise, substituting the fair market value of its      
assets and liabilities for their recorded values as stated on their financial   
statements. This approach is frequently used in valuing holding companies or    
capital intensive firms.                                                        

Arthur Andersen considered the three approaches described above and       
concluded that the fair market value of Ceres is best determined by the net     
asset approach. As of the date of the valuation described herein, the assets of 
the limited partnership interest of Ceres consisted of its interest in the      
a/c/e system and in CBOT/Eurex Alliance, L.L.C. and its various licensing       
agreements related to electronic trading support for the CBOT.                  

In arriving at its conclusions, Arthur Andersen made the following        
assumptions:                                                                    

.  The CBOT transitioned from the Project A platform to the a/c/e system on 
or about August 27, 2000.                                             

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.  The a/c/e system is deemed to be state-of-the-art by the CBOT and the    
Project A platform, as a local-area network platform, was no longer   
competitive. Therefore, the a/c/e system is valuable and the Project A
platform is obsolete.                                                 

.  Except for order routing software to be financed and owned by the CBOT,  
Ceres owns the rights to the a/c/e system software pursuant to its    
alliance arrangements with Deutsche Borse AG and the Swiss Stock      
Exchange.                                                             

.  Ceres has, both directly and indirectly, in accordance with its 50       
percent ownership in CBOT/Eurex Alliance, L.L.C., incurred costs      
  associated with certain a/c/e system modifications and, through December
31, 2000, these expenditures totaled $43,346,257. Additionally,       
purchases of computer software and systems related to the a/c/e system
in the amount of $30,953,934 were capitalized by Ceres, as of December
31, 2000.                                                             

.  The CBOT intends to reorganize and consolidate its electronic trading    
business into its wholly owned eCBOT subsidiary in connection with the
 restructuring transactions. As a result, it would be necessary for For-
 Profit CBOT to acquire, directly or indirectly, all limited partnership
interests in Ceres not owned by eCBOT.                                

.  The Ceres limited partnership agreement provides that eCBOT, as general  
partner, may dissolve Ceres at will.                                  

.  The Ceres limited partnership agreement states that, upon dissolution of 
  Ceres, the assets of Ceres shall be liquidated and the proceeds shall be
distributed to the partners of Ceres in accordance with their capital 
accounts and the balance, if any, in accordance with their percentage 
interests.                                                            

 In addition, Arthur Andersen considered that rights to the use of the a/c/e
system and the a/c/e system modifications could conceivably provide Ceres with  
the ability to provide electronic trading capabilities to other exchanges.      
Under this scenario, it is feasible that Ceres' economic profile would be       
similar to that of its current operations, i.e., receiving fees for electronic  
trades, etc., or that it could license the software for use with other          
exchanges for royalty payments. However, Arthur Andersen concluded that the     
economics under such scenarios are highly uncertain due to the speculative      
nature of the fees achievable in an increasingly competitive environment and    
the operating costs associated with continued maintenance of the system.        
Additionally, given the ability of eCBOT, as the general partner of Ceres, to   
unilaterally liquidate the business, Arthur Andersen concluded that the         
probability of such a scenario is extremely low.                                

 Based on the foregoing, Arthur Andersen's valuation of Ceres as of December
31, 2000 was:                                                                   

                                                                [Download Table]
                                                                           
Assets:                                                                    
Cash and cash equivalents.....................................  $ 2,354,835
Accounts receivable...........................................    1,704,872
Capital contributions receivable..............................            0
Prepaid expenses..............................................            0
Deferred organization and development costs...................            0
Computer software and systems.................................   30,953,934
Investment in and advances to CBOT/Eurex Alliance, L.L.C......      500,000
Previously incurred Eurex-related expenses (1)................   43,346,257
Other fixed assets--net.......................................      513,845
                                                                -----------
Total assets..................................................  $79,373,743
                                                                ===========

Liabilities and Partners' Equity:                                          
Accounts payable and accrued expenses.........................  $   313,323
Due to CBOT/Eurex Alliance L.L.C..............................    9,152,623
Notes payable.................................................    9,069,252
Advances from general partner.................................   31,481,963
Partners' equity..............................................   29,356,583
                                                                -----------
Total liabilities and partners' equity........................  $79,373,743
                                                                ===========

Concluded value of partnership (rounded)......................  $29,400,000
                                                                ===========

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--------                                                                        
(1) Previously Incurred Eurex-Related Expenses not capitalized:                 

                                                                [Download Table]
                                         
Fiscal year 1998............. $10,874,753
Fiscal year 1999.............  11,024,878
Fiscal year 2000.............  21,446,626
                              -----------
Total........................ $43,346,257
                              ===========

Stock Exchange Listing                                                          

We currently have no plans to list the Class A common stock, the Class B  
common stock or the Series A convertible preferred stock on any stock exchange. 

We may, in the future, apply to list our Class A common stock on a stock  
exchange. However, we cannot provide any assurances in this regard.             

U.S. Federal Income Tax Consequences                                            

We are seeking a ruling from the Internal Revenue Service to the effect   
that, for U.S. federal income tax purposes, you will not recognize any gain or  
loss strictly as a result of receiving Class A common stock and Class B common  
stock of For-Profit CBOT in connection with the restructuring transactions. We  
filed a request for such a ruling from the IRS on February 1, 2001. Our receipt 
of the IRS ruling is a condition to our obligation to complete the              
restructuring transactions. Based upon our understanding of the position of the 
IRS with respect to other exchanges involved in the process of demutualization  
and the opinion of our counsel as described elsewhere in this document:         

. you will not recognize gain or loss as a result of the receipt of Class A 
common stock and Class B common stock;                                  

. assuming this non-recognition treatment, the aggregate basis in your      
current membership will carry over to your common stock of For-Profit   
CBOT;                                                                   

. the holding period of the common stock of For-Profit CBOT received by you 
will include the period for which you held your current membership,     
provided that you held your membership as a capital asset on the date of
the distribution of For-Profit CBOT stock; and                          

. we will not recognize any gain or loss upon our conversion to a for-      
profit stock corporation.                                               

We anticipate that the receipt of Series A convertible preferred stock by 
the limited partners of Ceres pursuant to the reorganization of our electronic  
trading business will be tax-free to such limited partners. We further          
anticipate that the conversion of the Series A convertible preferred stock into 
Class A common stock of For-Profit CBOT pursuant to its terms would also be tax 
free, except to the extent of any shares which are received for accrued unpaid  
dividends on such Series A convertible preferred stock. Dividends on the Series 
A convertible preferred stock paid in the form of additional shares of Series A 
convertible preferred stock will be taxable to the same extent as if they were  
paid in cash.                                                                   

  For more information, including the opinion of our counsel on these matters,
see "Material U.S. Federal Income Tax Consequences of the Restructuring         
Transactions."                                                                  

Absence of Appraisal Rights                                                     

 Members who object to the restructuring transactions will have no statutory
appraisal or dissenters rights under applicable law.                            

  Appraisal or dissenters rights, if available, would have enabled members who
objected to certain extraordinary matters to dissent and require the            
corporation to purchase their interest at the fair value immediately prior to   
the matter and withdraw from the corporation. These rights generally apply to   
transactions involving mergers or consolidations and the restructuring          
transactions will not be effected by means of any of                            

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these transactions. Instead, the demutualization will be accomplished by an     
amendment to our certificate of incorporation and distribution of our stock.    
Accordingly, if the restructuring transactions are completed, notwithstanding   
the fact that you may vote against the restructuring transactions, you will     
become entitled to shares of Class A common stock and Class B common stock of   
For-Profit CBOT as described in this document.                                  

Accounting Matters                                                              

The accounting treatment of certain aspects of the restructuring          
transactions will be similar to a "pooling-of-interests." Under this method of  
accounting, no gain or loss will be recognized, and the assets and liabilities  
of CBOT will appear on the books of For-Profit CBOT at their same recorded      
amounts.                                                                        

Regulatory Matters                                                              

In addition to those conditions described below in "--Conditions to       
Completing the Restructuring Transactions," our obligation to complete the      
restructuring transactions is subject to:                                       

. receipt of any approvals required by the CFTC in connection with the      
proposed changes to our certificate of incorporation, bylaws and rules  
and regulations that will be made in connection with the restructuring  
transactions; and                                                       

. receipt of confirmation by the CFTC that implementation of the            
 restructuring transactions will not have a material adverse effect on our
contract market designation.                                            

These approvals from the CFTC will be sought as soon as reasonably practicable  
following membership approval of the restructuring transactions at the special  
meeting of members. Although we currently expect to receive these approvals     
from the CFTC, we can provide no assurance as to when or whether we will        
receive such approvals.                                                         

Also, the restructuring transactions may be subject to certain regulatory 
requirements of other state, federal and foreign governmental agencies and      
authorities, including those relating to the regulation of securities. We are   
currently working to evaluate and comply in all material respects with these    
requirements and do not anticipate that they will hinder, delay or restrict     
completion of the restructuring transactions. In connection with our compliance 
with these regulatory requirements, we currently expect that we may be required 
to utilize a registered broker-dealer in certain jurisdictions to assist us     
with certain aspects of the membership vote relating to, and other matters      
regarding, the restructuring transactions. We may adopt other special           
procedures in connection with these compliance efforts.                         

No filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, are required in connection with the restructuring transactions      
generally. However, if any member acquires enough securities in connection with 
the restructuring transactions to exceed any threshold stated in the            
regulations under this act, and if an exemption under those regulations does    
not apply, such member and the CBOT could be required to make filings under     
this act, and the waiting period under the act would have to expire or be       
terminated before any issuance of shares to such member could be effected. A    
filing requirement could delay the distribution of shares to such member for    
several months or more.                                                         

Conditions to Completing the Restructuring Transactions                         

We will not be obligated to complete the restructuring transactions unless
and until each of the following conditions has been satisfied:                  

.  the members of the CBOT shall have approved each of the three propositions 
being submitted for their approval in connection with the restructuring   
  transactions in accordance with our certificate of incorporation, bylaws and
rules and regulations and applicable law;                                 

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.  we shall have received a favorable ruling from the IRS, in form and        
 substance satisfactory to our board of directors, that the receipt of Class
A common stock and Class B common stock will not result in the recognition
of gain to our members under U.S. federal tax law;                        

 .  we shall have received any approvals required by the CFTC in connection with
the changes to our certificate of incorporation, bylaws and rules and     
regulations that will be made in connection with the restructuring        
 transactions and we have confirmed with the CFTC that implementation of the
restructuring transactions will not have a material adverse effect on the 
CBOT's contract market designation, and we shall have received any other  
 governmental or regulatory approvals and authorizations determined by us to
be necessary or appropriate;                                              

 .  we shall have received each required material third party consent, which the
  failure to obtain would, in the sole and absolute determination of the board
of directors, have a material adverse effect on For-Profit CBOT;          

.  there shall be no court order or administrative or other regulation or     
similar decree prohibiting or restricting the completion of the           
restructuring transactions; and                                           

.  our board of directors shall not have determined that the restructuring    
  transactions are no longer in the best interests of the CBOT and its members
or that the restructuring transactions are not fair to each class of CBOT 
membership.                                                               

In making this determination, our board of directors will give due        
   consideration to all relevant facts and circumstances, including, among other
things, any update, confirmation or reaffirmation of the fairness opinions
received by the board in connection with the restructuring transactions,  
including both the fairness opinion from William Blair relating to the    
allocation of the shares of For-Profit CBOT common stock among members and
 the fairness opinion from Arthur Andersen relating to the allocation of the
shares of For-Profit CBOT Series A convertible preferred stock among Ceres
 limited partners, the then current status of any litigation relating to the
restructuring transactions and the expected effects, if any, of the       
restructuring transactions on the CBOE exercise right.                    

We currently expect to complete the restructuring transactions as soon as 
reasonably practicable following the satisfaction of these conditions.          

Board Recommendation                                                            

Our board of directors has determined that the restructuring transactions 
are in the best interests of the CBOT and its members and that the              
restructuring transactions are fair to each class of CBOT membership. The board 
of directors has approved the restructuring transactions and recommends that    
members vote "FOR" approval of the restructuring transactions. In particular,   
our board recommends that you vote "FOR" approval of each of the three          
propositions relating to the restructuring transactions being submitted for     
your approval. Unless all three of these propositions are approved, the         
restructuring transactions will not have been approved by the members and,      
accordingly, will not be completed.                                             

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CAPITALIZATION

  We set forth below the historical capitalization of the CBOT and a pro forma
capitalization of For-Profit CBOT giving effect to the restructuring            
transactions. This information should be read in conjunction with "Management's 
Discussion and Analysis of Financial Condition and Results of Operations," the  
historical consolidated financial statements of the CBOT included in this       
document as Appendix A and the unaudited pro forma condensed consolidated       
financial statements of For-Profit CBOT included in this document as            
Appendix B.                                                                     

                                                                [Download Table]

                                              As of December 31, 2000          
                                        -----------------------------------    
                                                   Pro Forma After Effects of  
                                                 ------------------------------
                                                 Issuance of                   
                                                   Class A   Acquisition of    
                                                 and Class B  Interest in      
                                         Actual   Shares(1)     Ceres(2)       
                                        -------- ----------- --------------    
                                                  (In thousands)               
                                                                               
Long-term debt......................... $ 64,286  $ 64,286      $ 64,286       
                                        --------  --------      --------       
Members' Equity........................ $191,320                               
Stockholders' Equity:                                                          
  Series A Cumulative Convertible                                              
   Preferred stock, $0.001 par value,                                          
   10,000,000 shares authorized,                                               
   264,600 issued and outstanding......      --        --         26,460       
  Class A common stock, $0.001 par                                             
   value, 99,996,277 shares authorized,                                        
   39,802,650 shares issued and                                                
   outstanding.........................      --         40            40       
  Class B common stock, Series B-1,                                            
   $0.001 par value, 1,402 shares                                              
   authorized, 1,402 shares issued and                                         
   outstanding.........................      --          1             1       
  Class B common stock, Series B-2,                                            
   $0.001 par value, 866 shares                                                
   authorized, 782 shares issued and                                           
   outstanding.........................      --          1             1       
  Class B common stock, Series B-3,                                            
   $0.001 par value, 170 shares                                                
   authorized, 170 shares issued and                                           
   outstanding.........................      --        --            --        
  Class B common stock, Series B-4,                                            
   $0.001 par value, 642 shares                                                
   authorized, 642 shares issued and                                           
   outstanding.........................      --          1             1       
  Class B common stock, Series B-5                                             
   $0.001 par value, 643 shares                                                
   authorized, 643 shares issued and                                           
   outstanding.........................      --          1             1       
  Additional paid-in capital...........      --        --            --        
  Retained earnings....................      --    191,276       164,816       
                                        --------  --------      --------       
    Total Stockholders' equity.........      --    191,320       191,320       
                                        --------  --------      --------       
    Total Capitalization............... $255,606  $255,606      $255,606       
                                        ========  ========      ========       

--------                                                                        
(1) Pro forma data reflects such adjustments as necessary, in the opinion of    
   management, to reflect the conversion of members' equity to common stock of
For-Profit CBOT.                                                        
(2) Pro forma data reflects such adjustments as necessary, in the opinion of    
management, to reflect the issuance of 264,600 shares of Series A       
 convertible preferred stock valued at $26,460,000 to the limited partners
 of Ceres in exchange for their limited partnership interests based on the
   December 31, 2000 valuation of Ceres. The actual number of shares of Series
  A convertible preferred stock to be issued will be determined based on the
final valuation report of Arthur Andersen relating to the valuation of  
Ceres as of a date reasonably proximate to the date of the completion of
  the Ceres merger. For more information regarding the results of operations
and stockholders' equity of For-Profit CBOT on a pro forma basis, see   
Appendix B to this document.                                            

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial and other  
data for the CBOT. The balance sheet data as of December 31, 2000 and 1999 and  
operating data for each of the three years in the period ended December 31,     
2000, respectively, have been derived from the audited consolidated financial   
statements and related notes included elsewhere in this document. The balance   
sheet data as of December 31, 1998, 1997 and 1996 and operating data for each   
of the two years ended December 31, 1997 and 1996 have been derived from the    
audited consolidated financial statements and related notes not included in     
this document. The information set forth below should be read in conjunction    
with "Management's Discussion and Analysis of Financial Condition and Results   
of Operations," the consolidated financial statements and related notes, the    
unaudited pro forma condensed consolidated financial statements and other       
financial information included elsewhere in this document.                      

                                                                [Download Table]

                                          Year Ended December 31,               
                                ------------------------------------------------
                                  2000      1999      1998      1997      1996  
                                --------  --------  --------  --------  --------
                                  (dollars in thousands, except per share       
Operating Data                                     data)                        
                                                                                
Revenues                                                                        
 Exchange fees................  $101,981  $102,545  $112,115  $ 88,932  $ 76,565
 Market data (1)..............    61,060    54,028    53,100    47,242    44,459
 Building (2).................    24,530    22,653    21,876    21,896    21,117
 Services (3).................    17,848    20,279    16,907    15,776    10,976
 Other (4)....................     7,500     3,391     1,240     1,539     1,461
                                --------  --------  --------  --------  --------
   Total revenues.............   212,919   202,896   205,238   175,385   154,578
                                --------  --------  --------  --------  --------
Expenses:                                                                       
 Salaries and Benefits........    56,391    64,133    57,991    49,384    46,064
 General and administrative                                                     
  expenses....................    52,299    50,988    45,267    28,174    20,295
 Building operating costs.....    22,584    23,171    22,572    21,023    18,763
 Depreciation and                                                               
  amortization................    40,013    36,140    33,764    27,681    16,433
 Programs (5).................     3,539     7,280     8,802     9,974     9,305
 Professional services........    32,459    32,490    19,924    11,950    12,948
 Other (6)....................     8,261       327       --        --        -- 
                                --------  --------  --------  --------  --------
   Total expenses.............   215,546   214,529   188,320   148,186   123,808
                                --------  --------  --------  --------  --------
   Income (loss) from                                                           
    operations................    (2,627)  (11,633)   16,918    27,199    30,770
Other income and expenses                                                       
 Interest income..............     1,242     1,052     1,947     2,090     1,986
 Interest expense.............     6,773     6,774     7,170     6,483       -- 
                                --------  --------  --------  --------  --------
   Income (loss) before income                                                  
    taxes and cumulative                                                        
    effect of change in                                                         
    accounting principle......    (8,158)  (17,355)   11,695    22,806    32,756
Provision (benefit) for income                                                  
 taxes........................     1,950    (2,895)    5,051     6,147    13,109
                                --------  --------  --------  --------  --------
 Income (loss) before                                                           
  cumulative effect of change                                                   
  in accounting principle.....   (10,108)  (14,460)    6,644    16,659    19,647
Cumulative effect of change in                                                  
 accounting principle--                                                         
 net of tax benefit of $2,026                                                   
 (7)..........................       --      2,920       --        --        -- 
                                --------  --------  --------  --------  --------
 Income (loss) before                                                           
  minority interest...........   (10,108)  (17,380)    6,644    16,659    19,647
Minority interest in (income)                                                   
 loss of subsidiaries.........       --      6,933       (38)   (6,995)      -- 
                                --------  --------  --------  --------  --------
 Net income (loss)............  $(10,108) $(10,447) $  6,606  $  9,664  $ 19,647
                                ========  ========  ========  ========  ========
Balance Sheet Data                                                              
Total assets..................  $372,194  $373,379  $400,971  $397,449  $355,585
Total liabilities.............   180,874   172,405   189,924   193,538   160,765
Short-term borrowings.........    18,014     6,500       --      1,662    14,357
Long-term debt................    64,286    87,500    99,000   105,000    76,166
Total equity..................   191,320   200,974   211,047   203,911   194,820
Proforma Data (8)                                                               
Total assets..................   372,194   373,379   400,971  $397,449  $355,585
Total liabilities.............   180,874   172,405   189,924   193,538   160,765
Short-term borrowings.........    18,014     6,500       --      1,662    14,357
Long-term debt................    64,286    87,500    99,000   105,000    76,166
Total equity..................   191,320   200,974   211,047   203,911   194,820
Net income (loss).............   (10,108)  (12,155)    8,459    16,704    19,647
Net income (loss) per share...     (0.31)    (0.36)     0.16      0.42      0.44
Other Data                                                                      
Current ratio (9).............      0.71      1.02      1.41      1.42      1.15
Working capital (deficit).....   (24,149)    1,067    18,574    18,457     7,729
Capital expenditures..........    38,497    25,165    26,985    48,529    90,393
Times interest earned (10)....       N/A       N/A      2.63      4.52       N/A
Number of full time employees                                                   
 at end of period.............       711       846       853       805       811
Sales price per full CBOT                                                       
 membership--High.............  $    642  $    632  $    780  $    857  $    690
Low...........................       225       400       384       660       531

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--------                                                                        
(1)  Beginning in 2000, the CBOT repriced the distribution of quotation data. At
     the same time, the CBOT introduced a rebate to member firms for quotations.
This rebate is offset against quotation revenue.                      
(2)  Building revenue consists of rental payments from tenants for leased space 
in buildings owned by the CBOT.                                       
(3)  Service revenue consists of those charges for telecommunications, member   
    services-related fees, workstation fees, exchange floor services and other
services.                                                             
(4)  Other revenues consist of members' dues, fines and other miscellaneous     
    items. Members' dues consist of dues on both CBOT and MidAmerica Commodity
Exchange memberships. Dues on CBOT memberships were waived from 1989  
through May 2000.                                                     
(5)  Program costs contain primarily marketing and communication programs.      
(6)  Other operating expense contains severance expenses and a one-time contract
settlement in 2000.                                                   
(7)  In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, Reporting on 
the Costs of Start-Up Activities. SOP 98-5 requires that start-up     
  activities be expensed as incurred. Previously, start-up activities were
capitalized and amortized.                                            
(8)  Reflects (a) the conversion of members' equity to common stock of For-     
    Profit CBOT and (b) the issuance of 264,600 shares of Series A convertible
   preferred stock valued at $26,460,000 to the limited partners of Ceres in
    exchange for their limited partnership interests based on the December 31,
2000 valuation of Ceres. The actual number of shares of Series A      
  convertible preferred stock to be issued will be determined based on the
final valuation report of Arthur Andersen relating to the valuation of
  Ceres as of a date reasonably proximate to the date of the completion of
the Ceres merger.                                                     
(9)  Equals current assets divided by current liabilities.                      
(10) Equals the sum of income (loss) before provision (benefit) for income      
taxes plus interest expense divided by interest expense.              

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

This document contains forward-looking statements that involve risks and  
uncertainties. Our actual results could differ materially from those            
anticipated in these forward-looking statements as a result of certain factors, 
including the risks and uncertainties faced by us described below and elsewhere 
in this document, including under "Risk Factors" above.                         

The following should be read in conjunction with our financial statements 
appearing in the appendices to this document. As discussed in Note 1 to the     
consolidated financial statements, subsequent to the issuance of CBOT's         
consolidated financial statements for the year ended December 31, 1999,         
management determined that Ceres should have been accounted for as a            
consolidated subsidiary rather than under the equity method of accounting. This 
determination was made based on a reassessment of the rights of the limited     
partners of Ceres and a determination that such limited partners do not have    
rights which allow them to participate in the management of Ceres or rights     
that limit the CBOT's ability to control the operations of Ceres. As required   
by Accounting Principles Board Opinion No. 20, the accompanying 1999 and 1998   
consolidated financial statements have been restated to correct the error in    
accounting for Ceres and to present Ceres as a consolidated subsidiary of the   
CBOT. The accompanying Management's Discussion and Analysis of Financial        
Condition and Results of Operations is based on the restated consolidated       
financial statements.                                                           

Overview                                                                        

Our primary business is the operation of markets for the trading of listed
financial and commodity futures contracts and options on futures contracts. In  
addition to our traditional open outcry auction markets, we offer electronic    
trading through our a/c/e system, which we jointly own and operate through our  
alliance with the Eurex Group. We derive revenue from exchange fees relating to 
the trading in our markets, which accounted for about 47.9% of our total        
revenues in 2000. In order to increase our volume and resulting revenues, we    
seek to develop and promote contracts designed to satisfy the trading, hedging  
and risk-management needs of our market participants.                           

Because our trading fees are assessed on a per-transaction basis, our     
trading revenues are directly correlated to the volume of contracts traded on   
our markets. Many factors may affect our trading volume, including fluctuations 
in interest rate volatility, growth in equity trading, the general domestic     
business cycle, changes in weather and farming conditions and changes in the    
debt management policy of the United States government. Recently, our trading   
revenues have been affected by the reduced volume of trading.                   

In addition to trading fees, we also derive revenue from the sale of our  
market data. Because we are the primary market for our products, our price      
information has value as a key indicator of the overall financial and           
agricultural markets. To some extent, revenues from the sales of our market     
data are also dependent upon volume, as well as our ability to remain a primary 
market and to respond to innovations in technology that may affect the          
availability and price of market data. These revenues may also be subject to    
legislative and regulatory changes. Sales of market data accounted for about    
28.7% of our total revenue in 2000.                                             

The expenses relating to our trading operations are mostly fixed expenses,
which means that our overall expense structure is generally independent of our  
trading volume. Salaries and expenses represent our largest expense category    
and are mostly dependent upon our staffing requirements and the overall         
employment market. Professional services expenses have increased in recent      
years primarily due to expenses associated with making our computer systems     
year 2000 compliant, enhancements to our trading systems and development of the 
restructuring transactions described in this document.                          

We also rent out commercial space in the buildings that we own. In 2000,  
total revenues from our real estate operations represented about 11.5% of our   
total revenues. These revenues are generally affected by market rental rates,   
lease renewals and business conditions in the financial services industry in    
which most of our tenants operate. Building expenses are dependent on variable  
utility costs, cleaning expenses, real estate taxes and other general operating 
costs.                                                                          

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Results of Operations                                                           

Year ended December 31, 2000 compared to year ended December 31, 1999         

Net Loss. For the year ended December 31, 2000, we had a net loss of $10.1
million compared to a net loss of $10.4 million for the year ended December 31, 
1999. Loss before income taxes and other items improved to $8.2 million in 2000 
from $17.4 million in 1999 due to higher revenues and lower expenses. The loss  
for 2000 is primarily the result of a one-time contract settlement expense      
related to the termination of the employment agreement with our former          
president and chief executive officer of about $8.0 million and bad debt        
expense of $2.1 million related to amounts receivable from one of our market    
data customers.                                                                 

Revenues. In 2000, our consolidated operating revenues increased 4.9% to  
$212.9 million compared to $202.9 million in 1999. Revenues from exchange fees  
were essentially unchanged at $102.0 million compared to $102.5 million in      
1999. Exchange fees can be divided into two components: exchange trading fees   
and electronic trading fees. The amount of exchange fees allocable to exchange  
trading was $83.8 million in 2000, compared to $83.9 million in 1999. The       
largest component of exchange trading fees, non-member fees, decreased from     
$68.2 million in 1999 to $65 million in 2000, a decline of 4.7%. The decrease   
in non-member fees was partially offset by an increase in the fee rate charged  
to members and delegates beginning in September 2000. The amount of exchange    
fees allocable to electronic trading was $18.2 million in 2000 compared to      
$18.6 million in 1999. Total trading volume declined to 233.5 million contracts 
in 2000 from 254.6 million contracts in 1999. Trading volume for electronic     
trading was 15.5 million contracts in 2000 and 11.2 million contracts in 1999.  

The decreased revenue from exchange fees was partially offset by increased
revenue from the sale of market data. In 2000, the CBOT recognized $61.0        
million in revenue from the sale of market data compared to $54.0 million in    
1999, representing an increase of 13%. This increase was due primarily to an    
increase in the price charged for certain market data.                          

Building revenue from leased office space at 141 West Jackson Boulevard in
Chicago also increased to $24.5 million in 2000, or 7.9% above our building     
revenue in 1999. Our per square foot rental rate increased in this same period. 
The amount of lease space remained steady from 1999 to 2000.                    

  Service revenues decreased 12.3% from $20.3 million in 1999 to $17.8 million
in 2000. Service revenues consist of telephone charges, badge fees, booth space 
and member services related fees. This decrease was primarily attributable to   
decreased revenues from fees charged to access trading floor communication      
system and the elimination of Project A terminal leasing in September 2000.     

Dues received from the membership were $5.5 million in 2000, compared to  
$0.4 million in 1999. This increase was a result of the reinstatement of dues   
charged to all CBOT members in June 2000.                                       

Other operating revenue for the exchange trading segment includes fines   
levied on members and member firms by regulatory committees and the board of    
directors based on the rules and regulations of the CBOT. Other operating       
revenue was $0.8 million in 2000 compared to $1.7 million in 1999. This         
decrease is due primarily to a one-time disciplinary fine levied by the board   
of directors in 1999. Other operating revenue in 2000 for the electronic        
trading segment of $1.2 million included gains on foreign currency transactions 
of $1.0 million and consulting revenues of $0.2 million in 2000, compared to    
$1.3 million of other operating revenue in 1999, which related to a favorable   
settlement of a lawsuit.                                                        

Interest income, which is not a component of operating income, was $1.2   
million in 2000, which represented an increase of 20% from 1999 interest income 
of $1.0 million. This increase resulted from an overall increase in cash and    
cash equivalents that bear interest. Offsetting the interest income was         
interest expense of $6.8 million in each of 2000 and 1999. Interest expense     
remained the same as in 1999 due to higher interest rates offset by a lower     
debt balance in 2000.                                                           

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Expenses. Operating expenses totaled $215.5 million in 2000, compared to  
$214.5 million in 1999, which is an increase of 0.5%. Salaries and benefits     
decreased 12.0% to $56.4 million from $64.1 million in 1999. The decrease in    
salary and benefits expenses is due to reduced staffing levels relative to      
1999. Salary expense decreased $2.8 million from $47.8 million in 1999 to $45.0 
million in 2000. In addition, incentive compensation for employees decreased    
$3.1 million from $4.2 million in 1999 to $1.1 million in 2000. Furthermore,    
pension and savings plan expense decreased $1.9 million from $4.4 million in    
1999 to $2.5 million in 2000.                                                   

Professional service expenses were $32.5 million in 2000, unchanged from  
1999. This expense category includes the costs of restructuring, which was      
about $9.9 million in 2000 compared to $1.7 million in 1999. Included in 1999,  
were costs of about $8.0 million associated with making our computer systems    
year 2000 compliant.                                                            

 General and administrative expenses increased $1.3 million to $52.3 million
in 2000, a 2.6% increase from the $51.0 million in general and administrative   
expenses in 1999. These expenses represent our general operating costs, such as 
telecommunications expenses, the cost of information machines on the trading    
floors and data processing expenses, totaling $17.2 million. Operating expenses 
of the a/c/e system, totaling $21.4 million in 2000, the expenses associated    
with the communications lines for the Project A workstations of $2.6 million,   
and bad debt expense of $2.1 million, were also included in general and         
administrative expenses.                                                        

Building operating expenses decreased 2.6% from $23.2 million in 1999 to  
$22.6 million in 2000. Program costs decreased 52.1% from $7.3 million in 1999  
to $3.5 million in 2000. These costs have decreased primarily as a result of    
the change in the marketing efforts of the CBOT.                                

While the CBOT reflects a loss before income taxes, the CBOT generated a  
provision for income taxes due to the non-deductibility of certain              
restructuring costs.                                                            

Year ended December 31, 1999 compared to year ended December 31, 1998     

Net Income/(Loss). For the year ended December 31, 1999, we had a net loss
of $10.4 million compared to net income of $6.6 million for the year ended      
December 31, 1998. This operating loss was primarily the result of increased    
salaries and benefits, professional services and general and administrative     
expenses and the change in accounting principle.                                

In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, Reporting on
the Costs of Start-Up Activities. Accordingly, the CBOT expensed costs          
associated with start-up activities which had otherwise been capitalized and    
amortized on a straight-line basis over 60 months. The cumulative effect of     
this change in accounting principle was $2.9 million, net of tax benefit of     
$2.0 million.                                                                   

Revenues. In 1999, our consolidated operating revenues decreased 1.1% to  
$202.9 million compared to $205.2 million in 1998. Revenues from exchange fees  
decreased 8.6% from $112.1 million in 1998 to $102.5 million in 1999,           
principally as a result of lower trading volume. In 1999, 254.6 million         
contracts were traded, which represented a 9.5% decrease from the 281.2 million 
contracts traded in 1998. The portion of these contracts allocable to           
electronic trading was 11.2 million in 1999, compared to 12.3 million in 1998.  
Exchange trading fees were $83.9 million in 1999, compared to $89.4 million in  
1998, a decrease of 6.2%. Electronic trading fees were $18.6 million in 1999    
compared to $22.8 million in 1998, a decrease of 18.4%. The largest component   
of exchange trading fees, non-member fees, decreased from $80.7 million in 1998 
to $76.7 million in 1999, a decline of 5.0%.                                    

The decrease in exchange fees as a result of lower trading volume was     
partially offset by increased revenue from the sale of market data. In 1999, we 
received $54.0 million in revenue from the sale of market data and in 1998, we  
received $53.1 million in revenue from the sale of market data, representing an 
increase of 1.7%.                                                               

Building revenue from leased office space at 141 West Jackson Boulevard in
Chicago also increased to $22.7 million in 1999, or 3.7% above our rental       
revenue in 1998 of $21.9 million. Our per square foot rental                    

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rate increased in this same period. The amount of leased space remained steady  
from 1998 to 1999. Service revenues increased 20.1% from $16.9 million in 1998  
to $20.3 million in 1999.                                                       

Service revenues consist of telephone charges, badge fees, booth space and
member services related fees, and the increase primarily is attributable to     
increased revenues from our trading floor communication system and from the     
greater number of Project A terminals leased.                                   

Other operating revenues for exchange trading were $1.7 million in 1999   
compared to $0.4 million in 1998. This increase was due primarily to a one-time 
disciplinary fine levied by the board of directors in 1999. Other operating     
revenues for electronic trading were $1.3 million in 1999 compared to $0.4      
million in 1998. This is primarily the result of a favorable settlement of a    
lawsuit in 1999.                                                                

Interest income, which is not a component of operating income, was $1.1   
million in 1999, which represented a decrease of 42.1% from 1998 interest       
income of $1.9 million. This decrease resulted from an overall decrease in cash 
and cash equivalents that bear interest. Offsetting the interest income was     
interest expense of $6.8 million in 1999. Interest expense decreased $0.4       
million, or 5.6%, from $7.2 million in 1998 due to our reduced debt balance in  
1999.                                                                           

Expenses. Operating expenses totaled $214.5 million in 1999, compared to  
$188.3 million in 1998, which was an increase of 13.9%. Salaries and benefits   
increased 10.5% to $64.1 million in 1999 from $58.0 million in 1998. The        
increase in salary and benefits expenses of $6.1 million was due to increased   
staffing levels relative to 1998, as well as non-cash changes to our pension    
plan assumptions of $0.6 million.                                               

  Professional services expense was $32.5 million in 1999 and $19.9 million in
1998, which was an increase of $12.6 million or 63.3%. The increase in expenses 
in connection with professional services was partly attributable to an          
additional $8.0 million of expenses incurred in 1999 to make our computers and  
systems year 2000 compliant. In addition, we incurred restructuring costs of    
$1.7 million and professional fees for order routing of $6.6 million in 1999.   

Our general and administrative expenses increased $5.7 million to $51.0   
million in 1999, a 12.6% change from the $45.3 million in general and           
administrative expenses in 1998. These expenses represent our general operating 
costs, such as telecommunications expenses, the cost of information machines on 
the trading floors and data processing expenses totaling $14.9 million in 1999  
compared to $11.6 million in 1998. The expenses associated with the             
communications lines for the increased number of Project A workstations,        
totaling $4.6 million in 1999 compared to $2.3 million in 1998, were also       
included in general and administrative expenses. Depreciation and amortization  
expense increased $2.4 million in 1999 primarily as a result of computer        
equipment additions.                                                            

Building operating expenses increased 2.7% from $22.6 million in 1998 to  
$23.2 million in 1999. Program costs decreased 17.0% from $8.8 million in 1998  
to $7.3 million in 1999, which was primarily attributable to a change in the    
marketing efforts of the CBOT.                                                  

Minority interest in net loss of subsidiaries, which represents the Ceres 
limited partners' share of Ceres's net loss as well as the minority interest    
share of the net loss of Ceres's subsidiary, Chicago Board Brokerage, LLC of    
$6.9 million in 1999 was primarily attributable to Chicago Board Brokerage's    
net loss for 1999. Chicago Board Brokerage was dissolved in 1999.               

 The provision for income taxes decreased $8.0 million, from $5.1 million in
1998 to a net tax benefit of $2.9 million in 1999. This decrease was primarily  
due to our pretax loss of $17.4 million in 1999, compared to pretax income of   
$11.7 million in 1998.                                                          

Financial Condition                                                             

For the year ended December 31, 2000, total assets were $372.2 million, a 
decrease of $1.2 million from $373.4 million in 1999. Current assets increased  
$3.0 million from $49.3 million in 1999 to $52.3 million in                     

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2000, due to an increase in cash and cash equivalents in the amount of $5.8     
million offset by a decrease of $7.1 million in income taxes receivable for     
which the CBOT received refunds in 2000. In addition, accounts receivable       
increased $4.2 million from 1999 primarily due to the increased fees received   
from market data and exchange fees partially offset by an increase in the       
allowance for doubtful accounts of $2.1 million. Property and equipment, net of 
accumulated depreciation, was $305.1 million in 2000, a decrease of $4.3        
million from $309.4 million in 1999, primarily due to purchases of computer     
equipment and software more than offset by depreciation. Included in property   
and equipment the capitalization of software for the a/c/e system as required   
to be capitalized under Statement of Position 98-1, "Accounting for the Costs   
of Computer Software Developed or Obtained for Internal Use." Other assets of   
$14.8 million increased by $0.2 million from 14.6 million at December 31, 1999. 

At December 31, 2000, the CBOT held $28.2 million in cash and cash        
equivalents, compared to $22.4 million at December 31, 1999. This increase      
consisted primarily of net cash generated by operating activities of $46.4      
million less net cash used primarily for capital expenditures and investments   
of $38.6 million and net repayment of debt of $2.0 million. Working capital     
deficit at December 31, 2000 was $24.1 million compared to working capital of   
$1.1 million at December 31, 1999. The decrease was primarily the result of an  
increase in the current portion of long-term debt of $11.5 million and amount   
due to CBOT/Eurex Alliance, L.L.C. of $8.9 million.                             

At December 31, 2000, total liabilities increased $8.5 million to $180.9  
million from $172.4 million at December 31, 1999. This increase consisted       
primarily of $1.8 million in deferred taxes, $8.9 million due to CBOT/Eurex     
Alliance, L.L.C., and a one-time contract settlement payable of $6.1 million    
offset by an $11.7 million reduction in outstanding debt and reductions in      
accounts payable. Total debt of the CBOT at December 31, 2000 was $82.3 million 
and included $75 million of privately placed notes and $7.3 million of a        
revolving credit line with a lending institution. Members' equity was $191.3    
million at December 31, 2000 compared to $201.0 million at December 31, 1999.   

Liquidity and Capital Resources                                                 

For the year ended December 31, 2000, cash and cash equivalents increased 
$5.8 million from $22.4 million at December 31, 1999 to $28.2 million at        
December 31, 2000. Net cash flows from operating activities were $46.4 million  
in 2000, which reflected increases in certain liabilities, including the amount 
due to CBOT/Eurex Alliance, L.L.C. of $8.9 million. Net cash flows used in      
investing activities for 2000 was $38.6 million, which was primarily due to the 
purchase of computer software relating to the a/c/e system. Net cash flows used 
in financing activities were $2.0 million for the year ended December 31, 2000  
which was attributable to a net reduction in the principal outstanding on our   
lines of credit.                                                                

For the year ended December 31, 1999, interest payments were $6.8 million.
These consisted primarily of interest paid for the private placement of senior  
notes and for the revolving credit line of interest. The $75.0 million          
principal amount for the private placement senior notes requires annual         
principal repayments of $10.7 million beginning in March 2001 with a final      
repayment of remaining principal in March 2007.                                 

 The CBOT had a $10.0 million line of credit that was to expire in May 2001.
Borrowings under this line of credit were secured by the CBOT's receivables and 
carried interest at LIBOR plus 62.5 basis points. As of December 31, 2000,      
about $2.0 million was available under the line of credit based on the          
borrowing base terms. This credit line contained covenants that required, among 
other things, that the CBOT maintain specified levels of minimum net worth and  
meet defined financial ratios.                                                  

 On March 30, 2001, the CBOT borrowed $10.0 million pursuant to a promissory
note bearing interest at a rate of 8.25% per annum and secured by certain of    
the CBOT's equipment. The proceeds were used to repay all borrowings under the  
$10.0 million line of credit, which was retired. The promissory note is payable 
in equal monthly installments of principal and interest through April 1, 2004.  

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As of December 31, 2000, the CBOT had a working capital deficit of about  
$24.1 million, which reflects the substantial resources that the CBOT has       
committed to the development, maintenance and support of both its open outcry   
and electronic trading systems as well as the impact of lower than historical   
volumes in its open outcry trading market. Since 1998, we have made substantial 
expenditures related to the creation of the a/c/e system, while continuing to   
upgrade our open outcry system and facilities. We have taken steps to improve   
our cash flow and to bring our working capital positive by the end of 2001. To  
generate cash earlier in 2001, given certain debt obligations due in March      
2001, the CBOT has accelerated the period by which member dues are billed and   
collected, from quarterly to annual advance billing. Pursuant to the CBOT rules 
and regulations, dues were assessed on a quarterly basis beginning in June      
2000. Prior to June 2000, dues had been waived by the CBOT as a result of its   
cash flow and working capital position. The waiving of dues in previous periods 
had no impact on CBOT billing annual dues for 2001 on January 1, 2001.          
Management developed, and the board of directors has approved, the CBOT's       
operating budget for 2001, which reflects positive working capital by year-end  
2001. This plan reflects the full year's impact of the increases in exchange    
fee rates implemented September 1, 2000. The plan also includes reductions to   
capital and operational spending. The CBOT plans to defer certain technological 
enhancements not deemed crucial to the operation of the open outcry system and  
of the a/c/e system. Trading revenue in the plan is based on levels of trading  
historically experienced by the CBOT, but lower than that for 2000.             

You should be aware that our assumed revenues for 2001 are based upon     
certain assumptions, including assumptions relating to our annual trading       
volume next year. Futures trading volume has historically been subject to       
significant fluctuations and we cannot assure you that we will achieve the      
trading volume levels assumed in our budget.                                    

The CBOT has the ability to assess and collect additional dues from our   
members to support our cash needs. Although not currently contemplated, we may  
also consider additional sources of funds such as restructuring our outstanding 
senior notes into a longer term mortgage secured by our buildings, a sale of    
some or all of our real estate and conversion of our credit line into long-term 
asset-based financing. However, we cannot provide any assurance that these      
sources will be available or that they will be sufficient to meet our liquidity 
needs for the foreseeable future.                                               

For important information about risks related to our future capital and   
liquidity requirements, see "Risk Factors--Risk Factors Relating to Our         
Business--We May Be Unable to Meet Our Future Capital and Liquidity             
Requirements."                                                                  

Market Risk                                                                     

The CBOT provides the contract market for trading futures and options on  
futures. However, it does not trade futures and options on futures for its own  
account. The CBOT invests available cash in highly liquid, short-term           
investment grade paper. The CBOT does not believe there is any significant risk 
associated with these short term investments.                                   

The CBOT's current revolving credit line is tied to the LIBOR rate.       
Fluctuations in the LIBOR rate will have an impact on the amount of interest    
paid by the CBOT.                                                               

Foreign Currency Risk                                                           

  The CBOT historically has transacted minimal business in foreign currencies.
The alliance with the Eurex Group has created additional foreign currency       
transactions in 1999 and 2000, specifically in the euro. The CBOT has entered   
into foreign currency forward contracts to hedge foreign currency fluctuations. 
Specifically, on September 27, 2000, the CBOT entered into foreign exchange     
forward contracts with a financial institution to hedge our risk of foreign     
currency fluctuations related to certain commitments to the Eurex Group and     
Deutsche Borse Systems AG which are denominated in euros for the operations of  
the a/c/e system and additional software enhancements. The notional amount of   
these contracts total about $29.0 million with                                  

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exchange rates ranging from 0.89429 to 0.91100 and maturities at various dates  
through 2003 corresponding to the terms of the commitments. In December, 2000,  
the CBOT decided not to pursue, at this time, certain software enhancements.    
The CBOT then entered into about $9.8 million of foreign exchange forward       
contracts offseting certain contracts entered into in September. Any gain or    
loss on the forward contracts hedging commitments that have not been fulfilled  
and recorded are deferred. The CBOT believes that fluctuations in foreign       
currency exchange rates will not have a material adverse effect on its results  
of operations.                                                                  

Recent Accounting Pronouncements                                                

Financial Accounting Standards Board Statement of Financial Accounting    
Standards ("FAS") No. 133, "Accounting for Derivative Instruments and Hedging   
Activities" as amended by FAS No. 138, will be effective for the CBOT's fiscal  
year beginning January 1, 2001. FAS No. 133 will require that all derivative    
instruments be recorded on the consolidated statement of financial condition at 
fair value including derivatives embedded in financial instruments or contracts 
that are not clearly and closely related to the economic characteristics of the 
host financial instrument or contract. Changes in the fair value of derivatives 
will be recorded each quarter in net income or, if the derivative is designated 
as a cash flow hedge, in other comprehensive income.                            

Upon adoption of these new accounting standards, the CBOT is expected to  
have cumulative effect transition adjustments of a net loss of about $0.1       
million before taxes and of other comprehensive income of about $0.5 million,   
also before taxes. The CBOT also expects to have changes in recorded assets and 
liabilities. All of this is a result of recording all derivative financial      
instruments on the Consolidated Statement of Financial Condition at fair value. 

Quarterly Comparisons                                                           

  The CBOT's operating results may fluctuate from period to period as a result
of, among other things, trading volume. The information below, which sets forth 
by quarter the CBOT's income statement data for the years ended December 31,    
2000 and 1999, should be read in conjunction with the "Selected Consolidated    
Financial Data."                                                                

                                                                [Download Table]

                                           Year Ended December 31, 2000      
                                         ----------------------------------- 
                                           1st      2nd      3rd      4th    
                                         Quarter  Quarter  Quarter  Quarter  
                                         -------  -------  -------  -------- 
                                                                             
Revenues...............................  $55,391  $52,349  $50,907  $ 54,272 
Expenses...............................   54,090   53,150   51,349    56,957 
Income (loss) from operations..........    8,737   (8,237)    (442)   (2,685)
Income (loss) before minority interest.    2,430   (5,386)  (2,424)   (4,728)
Minority interest in (income) loss of                                        
 subsidiaries..........................   (2,086)   2,086      (72)       72 
Net Income (loss)......................      344   (3,300)  (2,496)   (4,656)

                                           Year Ended December 31, 1999      
                                         ----------------------------------- 
                                           1st      2nd      3rd      4th    
                                         Quarter  Quarter  Quarter  Quarter  
                                         -------  -------  -------  -------- 
                                                                             
Revenues...............................  $54,071  $52,404  $52,416  $ 44,005 
Expenses...............................   48,899   52,679   51,685    61,266 
Income (loss) from operations..........    5,172     (275)     731   (17,261)
Income (loss) before cumulative effect                                       
 of change in accounting principle and                                       
 minority interest.....................    3,504   (1,432)  (1,346)  (15,186)
Cumulative effect of change in                                               
 accounting principle..................    2,920      --       --        --  
Minority interest in (income) loss of                                        
 subsidiaries..........................    5,614      260    1,059       --  
Net Income (loss)......................      584   (1,432)  (1,550)   (8,049)

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On January 1, 1999, the CBOT adopted Statement of Position 98-5, Reporting
on the Costs of Start-up Activities, which requires that start-up activities be 
expensed as incurred. Previously, start-up activities were capitalized and      
amortized. The cumulative effect of this change in accounting principle was     
$4,946,000, net of a tax benefit of $2,026,000.                                 

On September 30, 1999, the CBOT dissolved the brokerage division of Ceres 
known as Chicago Board Brokerage, LLC. Losses in the amount of about $10.6      
million were generated by Chicago Board Brokerage, LLC in 1999.                 

  In the fourth quarter 1999, the CBOT experienced lower trading volume due to
the year 2000 issue. This resulted in about $8 million in reduced revenues. In  
addition, expenses increased by about $10 million relating to year 2000         
compliance and restructuring costs.                                             

 First quarter 2000 amounts have been adjusted to reflect the capitalization
of certain costs related to the development of the a/c/e system that had        
previously been capitalized in the second quarter of 2000.                      

In the second quarter 2000, the CBOT recognized a one-time contract       
settlement related to the termination of the employment agreement with our      
former president and chief executive officer of about $8 million.               

 In the fourth quarter of 2000, the CBOT recognized bad debt expense of $2.1
million related to amounts receivable from one of our market data customers.    

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OUR BUSINESS

Overview                                                                        

  Founded in 1848, we are one of the world's leading exchanges for the trading
of futures and options on futures contracts, with total volume in 2000 of about 
234 million contracts, which represented about 15% of the total volume of all   
global listed futures and options on futures contracts. According to industry   
data as reported in Futures Industry Magazine, we ranked second worldwide among 
major futures exchanges in volume of contracts traded in 2000, transacting      
about 40% of the global listed agricultural futures and options contracts,      
e.g., wheat, corn, soybeans, and about 19% of the global listed financial       
futures and options contracts, e.g., Treasury bonds and notes. From our origins 
in the nineteenth century as a market for trading cash grain, we have evolved   
into a major financial center in the twenty-first century, offering a diverse   
range of contracts based on interest rates, agricultural commodities, equity    
indices and other underlying instruments and risk-based activities.             

We operate markets for the trading of commodity and financial futures     
contracts, as well as options on futures contracts. These contracts have been   
developed through our extensive research and development efforts and through    
relationships with market participants and other financial institutions. We     
operate traditional open outcry auction markets where our members trade in a    
centralized location with other members. Members may be individual traders, who 
risk their personal capital and provide significant liquidity to our markets,   
or floor brokers who are executing transactions on behalf of customers or       
member firm proprietary accounts. We also make our products available for       
trading on an electronic trading system operated pursuant to our alliance with  
the Eurex Group, which includes the operators of the world's largest            
derivatives exchange.                                                           

We also engage in extensive regulatory compliance activities, including   
market surveillance and financial supervision activities, designed to ensure    
market integrity and provide financial safeguards for users of our markets. Our 
traditional open outcry and electronic trade execution services provide market  
participants the ability to determine current market prices, known as "price    
discovery," and trade matching services that offer market participants price    
transparency, anonymity and immediacy. Further, we market and distribute        
valuable real-time and historical market data generated from trading activity   
in our markets to users of our products and related cash and derivative markets 
and financial information providers.                                            

Our market participants include many of the world's largest banks,        
investment firms and agricultural corporations. These participants use our      
products for hedging, risk management, asset allocation and speculation. Other  
market users include financial institutions, such as public and private pension 
funds, mutual funds, hedge funds and other managed funds, insurance companies,  
corporations, commercial banks, professional independent traders and retail     
customers. Our users can be broadly categorized as hedgers or speculators,      
depending on whether they transfer risk or accept risk. Hedgers are market      
participants who seek to transfer price risk in an underlying commodity, e.g.,  
soybeans, or financial instrument, e.g., Treasury bonds. Speculators, on the    
other hand, accept price risk and attempt to make profits through buying and    
selling futures contracts by anticipating price changes and generally have no   
interest in making or taking delivery of the underlying commodity or            
instrument.                                                                     

We have developed innovative and cost-effective products and execution and
order routing systems which benefit our members and customers. As indicated in  
the chart below, we have recently experienced a decline in trading volume. We   
believe that such decline in our trading volume have been caused primarily by a 
decrease in interest rate volatility, growth in equity trading, changes in      
Federal Reserve monetary policy and the business cycle of the U.S. economy.     

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Chicago Board of Trade  
Annual Futures and Options Volume 
1990-2000 

[Bar Chart] 
1990    154,231,583 
1991    139,437,298 
1992    150,031,392 
1993    178,773,075 
1994    219,504,074 
1995    210,673,044 
1996    222,438,505 
1997    242,698,919 
1998    281,189,436 
1999    254,561,215 
2000    235,847,733 

--------                                                                        
Source: CBOT records                                                            

Presently, derivatives markets are experiencing significant and rapid     
changes due to relaxation of regulatory barriers and advances in technology.    
Foreign exchanges and exchange-like enterprises operated by or for banks and    
broker-dealers have gained increased access to U.S. markets as a result of      
regulatory changes. The ability of computer and telecommunications systems      
today to efficiently and economically bring buyers and sellers together         
presents new challenges to centralized open outcry auction markets, including   
our open outcry markets. These changes are lowering barriers to entry and       
creating a lower-cost business model, forcing traditional open outcry exchanges 
to streamline their operations and reduce costs. We believe that large market   
users and the threat of competition have forced exchanges to seek more          
efficient trading, processing and clearing facilities. We have responded to     
these challenges by implementing innovative technology, including the a/c/e     
system, to preserve and enhance our current business and to streamline our      
trade execution and processing, which has resulted in substantial automation.   
We have also sought to refine our existing products, develop innovative new     
products to satisfy customers' demands and continue to enhance the ability of   
our independent traders to provide liquidity in our markets.                    

In order to continue to enhance our ability to compete in this dynamic    
marketplace, our business strategy includes demutualizing the CBOT by           
converting the CBOT from a non-stock, not-for-profit corporation into a stock,  
for-profit corporation pursuant to the restructuring transactions described in  
this document. We intend to seek to improve our corporate governance structure  
by, among other things, reducing our board size and focusing the role of the    
board on traditional oversight activities. We will reduce significantly the     
number and responsibility of existing committees and will enhance and expand    
the responsibility and authority of our management. The restructuring           
transactions will also significantly reduce members' rights with respect to     
participation in the day-to-day management and operation of our business,       
including through the substantial elimination of the membership petition        
process. For example, following the restructuring transactions, our             
stockholders will not have the right to call special meetings of stockholders   
to vote on proposals and will not                                               

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be able to take stockholder action by written consent instead of a meeting.     
Stockholders may request a vote on a proposal to amend our bylaws at our annual 
meetings, but only if the request complies with certain advance notice          
requirements under our bylaws and the regulations regarding proxy solicitation  
under the federal securities laws, as applicable. We believe that the           
restructuring transactions will enable us to strengthen and expand our core     
business.                                                                       

Products                                                                        

We believe that the range and diversity of the products that may be traded
on our exchange facilities contribute significantly to our success. These       
products include futures contracts and options on futures contracts based upon  
interest rates, debt instruments, agricultural commodities, stock indices and   
other underlying instruments. We have a product development and a marketing     
division to support market participants and foster the trading and development  
of current and future products. Our product development and marketing staffs    
meet regularly with market users, members and clearing members to determine     
whether our current products, facilities and services meet the participants'    
needs and whether modifications or enhancements are necessary. Our product      
development and marketing staffs also develop new product ideas in consultation 
with market users and other financial institutions.                             

The following chart depicts the distribution of trading volumes across our
three major product sectors in 2000:                                            
.interest rate products;                                                  
.agricultural and other non-financial/commodities products; and           
.stock index products.                                                    

Chicago Board of Trade  
2000 Annual Futures and Options Volume Distribution 

[Pie Chart] 
Interest Rate Products    72.6%    169,432,716  
Agricultural Products     25.8%     60,303,460  
Stock Index Products       1.6%      3,772,840  

Metals, Energy and PCS Insurance products make up less than 0.1%. 

--------                                                                        
Source: CBOT records                                                            

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Interest Rate Products                                                        

  Seventy-three percent of all of the contracts traded at the CBOT during 2000
were either financial futures or options on financial futures contracts. Our    
interest rate product line includes our Treasury bond futures contract, which   
is currently our largest single product based on trading volume. Trading of     
Treasury bond futures and options contracts comprised about 47% of our          
financial product volume and about 34% of our total transaction volume for      
2000. Our other interest rate products include ten-year, five-year and two-year 
Treasury note futures and options, federal agency futures and options, "Fed     
funds" futures, as well as municipal bond index futures and options.            

 Trading volumes in our interest rate products have fluctuated over the last
decade. We believe that these fluctuations primarily reflect changes in Federal 
Reserve monetary policies and changing levels of interest rate volatility       
during these periods, rather than successful competition from other exchanges   
or increased use of alternative products or markets by market participants. The 
overall volume of our interest rate products for 2000 was down about 11% over   
the same period in 1999. We believe that the primary causes for this decline    
have been reduced issuance of long-term debt by the U.S. government, reflecting 
in part favorable budgetary conditions, as well as the government's repurchase  
of outstanding bonds. These policies have reduced the supply of cash 30-year    
Treasury bonds, removed bonds from credit market benchmark status and caused a  
decline in Treasury bond futures and options volume at the CBOT.                

  We believe that hedgers and speculators have increasingly turned to our ten-
year and five-year Treasury notes in order to manage interest rate risks. The   
increase in volumes for ten-year and five-year notes has offset some of the     
decrease in volume for the 30-year bonds. Volume in our interest rate products  
continues to constitute a significant part of our business. The following chart 
indicates the annual trading volume of interest rate futures and options on the 
CBOT from 1990 through 2000.                                                    

Chicago Board of Trade  
Annual Interest Rate Futures and Options Volume 
1990-2000 

[Bar Chart] 
1990    113,440,091 
1991    101,592,869 
1992    112,656,672 
1993    136,322,817 
1994    177,017,577 
1995    160,300,159 
1996    156,994,150 
1997    179,703,338 
1998    218,570,232 
1999    190,996,164 
2000    170,883,197 

--------                                                                        
Source: CBOT records                                                            

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Market participants take advantage of the flexibility and liquidity of the
interest rate products we list. Our market users generally include banks,       
broker/dealers and other financial institutions, all of whom must cope with     
interest rate risk that arises naturally from their core business activities,   
e.g., lending, borrowing, underwriting fixed-income securities, or from their   
dealing in interest rate swaps, structured derivative products and other over-  
the-counter products. A significant number of our clearing member firms are     
affiliates of major domestic and international banks who utilize our interest   
rate markets for their proprietary trading activities. Asset managers also use  
our interest rate products to lengthen or shorten the effective duration of     
their portfolios. We believe that our contracts are especially useful for this  
purpose where physical restructuring of a portfolio is difficult or where       
futures transaction costs are less than cash market transaction costs.          

Agricultural and Non-Financial/Commodities Products                           

Agricultural products are the core product area from which we started. We 
have maintained a strong franchise in our agricultural products, including      
contracts based on soybeans, soybean oil and meal, corn, wheat, oats, rough     
rice and other agricultural commodities. Our market users include agricultural  
producers, grain elevators, food processors and retail customers. Other non-    
financial/commodities products we offer include silver and gold futures, silver 
options and insurance options. Together, our agricultural and other non-        
financial and commodities products represented about 26% of all contracts       
traded at the CBOT in 2000. Our trading volumes in these products from 1990     
through 2000 are illustrated in the following chart. We believe that continuing 
consolidation and restructuring in the agricultural sector and the reduction or 
elimination of government subsidies could provide growth in our agricultural    
markets as large producers and processors are more likely to adopt formal       
hedging and risk management programs.                                           

Chicago Board of Trade  
Annual Agricultural Futures and Options Volume  
1990-2000 

[Bar Chart] 
1990     39,613,019 
1991     37,002,033 
1992     36,928,711 
1993     42,150,250 
1994     42,348,484 
1995     50,260,845 
1996     65,369,379 
1997     62,023,609 
1998     58,749,036 
1999     59,407,848 
2000     60,303,460 

--------                                                                        
Source: CBOT records                                                            

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Stock Index Products                                                          

Futures and options on futures contracts on stock indices are intended to 
allow traders and investors the opportunity to invest in the entire market, in  
selected portions of the market or in the relative performances of the various  
market sectors relative to one another and relative to the entire market.       
Market users of these products include public and private pension funds,        
investment companies, mutual funds, insurance companies and other financial     
services companies that benchmark their investment performance to different     
segments of the equity markets. We currently offer futures and options on       
futures contracts on the Dow Jones Industrial Averagesm, The Dow Jones          
Transportation Average, the Dow Jones Utilities Average and the Dow Jones       
Composite Indexes. Also, subject to approval by the CFTC, we are considering    
launching futures on the Dow Jones Composite Internet Indexsm sometime in the   
future.                                                                         

  In June 1997, we entered into an agreement with Dow Jones & Company, Inc. to
license certain index and trademark rights, including, among other things, the  
Dow Jones Industrial Average, the Dow Jones Transportation Average, the Dow     
Jones Utilities Average and the Dow Jones Global Indexes. The license is a non- 
transferable and exclusive worldwide license to use these indices as the basis  
for standardized exchange-traded futures contracts and options on futures       
contracts. The agreement, which will expire on September 30, 2002, requires the 
CBOT to pay Dow Jones initial license fees, which were paid in 1997, and annual 
royalties based upon trading volumes with a minimum annual royalty requirement  
of $2.0 million. We paid annual royalties of $2.0 million in each of 1998, 1999 
and 2000.                                                                       

  As depicted in the following chart, our equity index product trading volumes
have increased since the introduction of the Dow Jones indices in late 1997,    
from 0.9 million contracts in 1997, to 3.8 million contracts in 1998, to 4.1    
million contracts in 1999. In 2000, equity index trading volume fell to 3.8     
million contracts.                                                              

Chicago Board of Trade  
Annual Stock Index Futures and Options Volume 
1990-2000 

[Bar Chart] 
1990      951,555 
1991      705,986 
1992      363,094 
1993      158,384 
1994            0 
1995            0 
1996            0 
1997      911,608 
1998    3,812,910 
1999    4,125,646 
2000    3,773,803 

--------                                                                        
Source: CBOT records                                                            

In 2000, Congress adopted legislation that allows us to trade single-stock
futures contracts under the regulatory jurisdiction of the CFTC and the SEC.    
This new type of product could have significant appeal to retail investors and  
institutional investors.                                                        

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 Under the Commodity Futures Modernization Act of 2000, single-stock futures
contracts should be available to be traded on markets limited to institutional  
investors trading for their own account by August 21, 2001. Single stock        
futures should be available to be traded on markets that also allow retail      
investors to participate as well as brokered trades for institutional investors 
by December 21, 2001.                                                           

Execution Facilities                                                            

We currently operate two trade execution facilities: a traditional pit-   
based, open outcry trading market and, through our alliance with the Eurex      
Group, the a/c/e system.                                                        

Open Outcry Trading                                                           

In the traditional open outcry trading environment, traders who risk      
personal capital, or floor brokers, who may execute orders for institutional,   
commercial, proprietary and retail customers, bid and offer in an open outcry   
auction arena. This environment facilitates discovery of market prices. We      
believe that the CBOT has a strong history of providing a venue that offers its 
users tremendous liquidity, access to trading opportunities, and a reliable and 
stable trading environment.                                                     

  Open outcry trading occurs in individual arenas and represented about 93% of
our total volume in 2000 and currently represents about 87% of our total        
volume. The trading pits are the centralized meeting place for floor brokers    
and independent traders to trade contracts. Orders for market participants not  
on the trading floor are relayed to brokers for execution in the trading pits.  
The trading floors, which cover about 115,150 square feet, have booths          
surrounding the trading pits from which clearing member firm personnel can      
communicate with customers regarding current market activity and prices and     
receive orders either electronically or by telephone. In addition, our trading  
floors display current market information and news on wallboards hung above the 
pits.                                                                           

We have enhanced our open outcry and electronic trading markets through   
automation and lower fees to help us maintain liquidity for market users. To do 
this, we have streamlined processes involving order entry, trade execution and  
open outcry price discovery. The basis for maintaining an open outcry trading   
system is our belief that many market participants find this system to be an    
efficient mechanism for price discovery. The open outcry system leverages our   
members' market-making expertise by utilizing hundreds of speculators to        
facilitate liquidity and to provide floor brokers with a mechanism to manage    
execution risk for customers. We believe that the open outcry system is         
regarded as having a long-standing history as an environment of integrity,      
stability and reliability.                                                      

Technology Supporting our Open Outcry Execution Facilities                    

In order to maintain the viability and growth of the open outcry trading  
system, we have invested and, to the extent that our resources permit, we plan  
to continue to invest in technology. The CBOT will seek to continue its         
development of technology to provide market participants with rapid, reliable   
and cost-effective transaction processing. However, we cannot assure you that   
we will be able to fund technology in the future. This approach will focus on   
the following applications.                                                     

 Order Transmission Systems. Our Order Direct application protocol interface
enables our member firms to transmit orders electronically to and from the open 
outcry pits and any other firm or broker, and provides an entry point for       
Internet-based orders from customers and branch offices. This application has   
resulted in increased order and confirmation speed, reduced transaction costs,  
decreased risk of error, improved customer account tracking and bookkeeping and 
faster clearing reconciliation. eOpenoutcry.com is our web-enabled, browser-    
based software system that allows trade order entry, execution and confirmation 
display via the Internet, enhancing member access to the trading floor while    
reducing transaction costs.                                                     

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Trade Execution Systems. Our customers may select one of the following two
trade execution systems.                                                        

. COMET is the CBOT's booth-based order entry device that fulfills the need 
for fast and efficient electronic order delivery to the trading floor   
while preserving the firm's choice of delivery method to the broker. In 
keeping with the firm's preference, COMET orders may be "flashed" by    
hand, delivered by wireless headset or delivered electronically to the  
broker for execution. COMET then enables the trade data to be           
electronically routed to the firm's bookkeeping system and to the       
clearing location on a real-time basis.                                 

. Electronic Clerks are the CBOT's order receipt and deck management        
devices for brokers. Using a hard-wired or wireless Electronic Clerk,   
unit brokers may receive orders from multiple member firms. Orders are  
automatically organized by price and order type for ease and speed of   
execution and trade confirmations are automatically returned to the     
originator.                                                             

Floor Operations Technology. Floor operations technology consists of the  
pricing and quotation network as well as the data network. The pricing and      
quotation network collects and disseminates in real time all CBOT pricing data. 
The internal data network connects futures commission merchants and other       
building occupants with the floor and one another for all CBOT pricing data.    
The pricing quotation network comprises price reporters who monitor the price   
fluctuation in each of the pits and use an electronic data network to           
communicate this information. As trades are executed, the reporters enter the   
price data into the pricing network. The price network transmits the data to    
the wall board display system, the historical data library and the data         
services network for re-transmittal through information providers such as       
Bloomberg. The current data network is a traditional wired network.             
Substantially all futures commission merchant offices have the capability to    
access the network in order to communicate with other offices and the floor.    
Most futures commission merchants have external data connections as well as     
Internet access.                                                                

Electronic Trading                                                            

 The CBOT has made its products available for electronic trading since 1992,
initially, on the Globex system, and, beginning in 1994, on Project A, which    
was operated through the electronic trading division of Ceres. Since 1998,      
Project A provided access to the CBOT's global benchmark financial and index    
products 22 hours each trading day, with workstations located in the United     
States, Europe and Asia.                                                        

In August 2000, Project A was shut down and replaced by the a/c/e system, 
which is the product of an alliance between the CBOT and certain affiliates and 
Deutsche Borse AG, the Swiss Stock Exchange and their jointly owned             
subsidiaries, Eurex Zurich AG and Eurex Frankfurt AG. A jointly-owned company   
called CBOT/Eurex Alliance, L.L.C. was established to provide services related  
to electronic trading to Ceres and to Eurex. We plan to make CBOT products      
accessible electronically throughout Europe and through access points in Hong   
Kong and Tokyo as soon as reasonably practicable following receipt of the       
necessary regulatory approvals. We have obtained permission to put our          
terminals in several foreign countries, including the United Kingdom, Germany,  
Switzerland, Hong Kong and Japan.                                               

 At launch, 81 CBOT member firms were able to trade all CBOT products on the
a/c/e system. As of December 31, 2000, volume on the a/c/e system surpassed an  
aggregate of about 8.6 million contracts traded since it became operational.    
The chart below illustrates monthly volume on the a/c/e system for the months   
of September through December 2000:                                             

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Chicago Board of Trade  
Monthly a/c/e Volume  
September - December 2000 

[Bar Chart] 
September     2,005,061 
October       2,282,747 
November      2,274,670 
December      1,787,467 

--------                                                                        
Source: CBOT records                                                            

Ceres owns a/c/e Release 1.0, which is the current version of the a/c/e   
software operated for the CBOT. In addition, Ceres has a perpetual license to   
use Eurex Release 2.0, which is the base software over which the a/c/e software 
operates.                                                                       

Under a licensing agreement, Ceres provides services related to the       
operation of the a/c/e system and a sublicense of the a/c/e software to the     
CBOT. In addition, under a separate agreement, Ceres operates with employees    
seconded to it from the CBOT.                                                   

CBOT/Eurex Alliance, L.L.C. has retained Deutsche Borse Systems AG, a     
subsidiary of Deutsche Borse AG, to provide system operations and software      
development services for the a/c/e system. In addition, we have retained Eurex  
Frankfurt AG until May 31, 2001 to provide market supervision services for      
electronic trading on the a/c/e system and to train CBOT employees to perform   
this function independently. We expect to perform this function in-house after  
May 31, 2001. The joint venture operating agreement for CBOT/Eurex Alliance     
L.L.C. is not yet signed and is not likely to be finished until decisions are   
made regarding its structure and functions. The Eurex Group has invoked the     
dispute resolution procedure established under our agreements with them in      
connection with this issue, and the parties have begun discussions to attempt   
to resolve this issue, but no assurance can be made about whether, when or how  
this issue will be resolved. See "Risk Factors--Our Decision Not to Fund the    
Development of Certain Upgrades to the a/c/e System Could Significantly Harm    
our Electronic Trading Operations."                                             

CBOT/Eurex Alliance may also provide services to us, Eurex and to other   
exchanges. CBOT/Eurex Alliance has engaged in negotiations with exchanges in    
the Asia-Pacific region and the principals also had discussions concerning a    
plan to make options on individual U.S. equities available for electronic       
trading. CBOT/Eurex Alliance's profits are shared equally by its two members,   
Ceres Alliance L.L.C., a wholly owned subsidiary of Ceres, and Eurex            
Beteiligungen AG, and its expenses are allocated among the two members as       
incurred.                                                                       

We currently limit direct access to the a/c/e system to our members. This 
may inhibit the growth of the electronic trading system, and may inhibit        
revenue growth as well. Members are permitted to have an unlimited              

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number of terminals to conduct proprietary or customer trading, and member      
firms that handle customer business are permitted to connect their own          
electronic order routing systems to the a/c/e system. Eurex member firms have   
been given the right to obtain electronic access to our products traded on the  
a/c/e system by leasing a Full Membership or Associate Membership or buying an  
Associate Membership. It is possible that the restrictions contained in our     
access policy may be relaxed in order to attempt to increase revenue growth,    
but it is also possible that these restrictions may remain unchanged or even be 
tightened, including, among other reasons, in order to preserve the value of    
the shares of Class B common stock of For-Profit CBOT in light of issues raised 
by the Chicago Board Options Exchange with respect to the exercise right. For   
more information, see "Risk Factors--Risks Relating to the Restructuring        
Transactions--The Chicago Board Options Exchange Could Be Successful in         
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange, and the Exercise      
Right Could Be Extinguished or Terminated." Our retention of some or all of     
these restrictions may inhibit revenue growth relating to our electronic        
trading markets.                                                                

Market Data                                                                     

Our markets generate valuable information regarding the prices of our     
products and the trading activity in those markets. We sell our market data,    
which includes bids, offers, trades and trade size, to vendors who redistribute 
the data to persons or entities that use our markets or that monitor general    
economic conditions. Such persons and entities include financial information    
providers, futures commission merchants, banks, broker-dealers, public and      
private pension funds, investment companies, mutual funds, insurance companies, 
hedge funds, commodity pools, individual investors and other financial services 
companies or organizations.                                                     

  We believe the market data supplied by the CBOT enhances trading activity in
our products and trading activity in related cash and derivatives markets. The  
dissemination of real-time data generates revenue and supports our customer     
bases with timely market information. In general, the price information is sent 
via dedicated networks to over 140 worldwide quote vendors and subvendors.      
These firms consolidate our market data and information with data from other    
exchanges and third party data and news services and the firms resell the       
consolidated data and information to their subscribers. These quote vendors     
distribute our market data through dedicated networks, the Internet and         
wireless handheld devices.                                                      

 Our market data is currently displayed on nearly 200,000 screens worldwide.
Revenue from market data represented about 29% of our total revenue during      
2000. Our revenue from market data has grown from less than $45 million in 1996 
to more than $61 million in 2000. We attribute this increase to a change in our 
market data pricing structure that we instituted last year, as well as a        
substantial increase in the total number of display devices receiving our       
market data. Our total screen count has increased from less than 135,000 in     
1996 to over 194,000 as of December 31, 2000.                                   

We believe that the evolution of technology and the financial services    
industry will change the existing distribution channels, sales methods and      
pricing structure for market data. These changes might adversely impact the     
revenue we receive from market data. Increases in the volume of electronic      
trading, the use of the Internet as a distribution mechanism and increases in   
the use of our products by individual retail investors will all impact revenue  
from market data.                                                               

Building Services                                                               

Our building services division operates the CBOT's commercial real estate 
assets. In total, we own and manage three buildings, with over 1.5 million      
square feet of commercial space in the aggregate, in the central business       
district of the City of Chicago. As of December 31, 2000, the buildings were    
about 99% occupied, with about 27% of the occupied space used by the CBOT       
itself.                                                                         

 Tenants pay market rates for rent. The majority of tenant leases have terms
of five years, with large tenants having leases for up to ten years. The        
largest tenant, other than the CBOT itself, leases 15% of the rentable          

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area and the next five largest tenants lease about 12% of our commercial space. 
The CBOT manages both the real estate and the general services relating to such 
real estate such as cleaning, power and telephone services. Building services   
generated about 12% of our operating revenue for 2000.                          

  The majority of our commercial lease space is designated as "Class A," which
describes that class of premium commercial office space which is typically      
located in central business districts and provides the highest level of         
services and amenities. We have spent considerable resources so that all three  
buildings have advanced telecommunication infrastructure and services. The      
demographics of the tenants of our commercial space has begun to widen beyond   
traditional brokerage/trading service firms to include technology-related firms 
which we believe is due to the location and desirable telecommunications        
infrastructure of our buildings.                                                

Marketing and Advertising                                                       

Our marketing department targets both institutional and retail customers. 
Our marketing programs for institutional customers are designed to educate      
highly sophisticated traders, portfolio managers, corporate treasurers and      
other market professionals about innovative uses of our products, such as new   
hedging and risk management strategies. We also seek to educate these users     
about changes in product design, margin requirements and new clearing services. 
Our marketing typically involves the development of personal relationships with 
professional traders who actively use our markets. We participate in a number   
of domestic and international trade shows and seminars regarding futures and    
options and other marketing events designed to inform market users about our    
products. Through these relationships and programs, we attempt to determine the 
needs of our customer base and we use this information in our product           
development and product maintenance efforts.                                    

Our advertising strategy is based on both targeted direct contact and     
cooperative venture advertising techniques. We utilize direct mail, electronic  
mail and fax networking extensively. We also support CBOT product-specific      
advertising by futures commission merchants, reimbursing up to 50% of their     
costs for certain approved programs.                                            

Competition                                                                     

 We are currently one of the eight principal futures exchanges in the United
States. According to Futures Industry Magazine, we are currently the largest    
domestic futures exchange and the second largest futures exchange in the world, 
in each case based on contract volume.                                          

  We face a variety of competitors and competing marketplaces and products. We
compete by offering market participants efficient, cost-effective and liquid    
marketplaces for trade execution through both open outcry and electronic        
trading systems, broadly disseminated and transparent market and quotation      
data, access to market making, superior product design and innovative           
technology. Additionally, we are continually enhancing our products and         
providing additional efficiencies to our customers. We are committed to         
improving the technology, services, market integrity and liquidity that will    
continue to make us an industry leader.                                         

In addition to competition from futures exchanges that offer comparable   
derivative products, we also face competition from other exchanges, from        
electronic trading systems, from consortia of end users and futures commission  
merchants and from technology firms. Other futures exchanges have trading       
systems and financial market expertise that may lead them to consider listing   
copies of our products. These potential competitors would still need to obtain  
regulatory approval, establish market liquidity and develop derivative product  
clearing services. For information concerning legislative changes that may make 
it easier for potential competitors to enter our markets, see "--Regulation--   
Changes in Existing Laws and Rules."                                            

 Electronic trading firms that currently specialize in the trading of equity
securities have electronic trade execution and routing systems that could be    
used to trade products that compete with our products. In an industry where all 
derivatives are traded electronically, the concept of an exchange, including    
the services we provide and our sources of revenue, may change swiftly and      
substantially. Increased development of the electronic trading markets could    
increase substantially competition for some or all of the products and services 
we currently provide. For more information, see "Risk Factors--Risks Relating   
to Our Business--Intense                                                        

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Competition Could Materially Adversely Affect Our Market Share and Financial    
Performance." Typically, while these firms have advanced electronic and         
Internet technology, significant capitalization and competitive pricing, we     
believe they lack the overall market liquidity and neutrality offered by our    
electronic and open outcry trading systems. They also currently lack the        
financial security and guarantees provided by a "AAA" rated clearinghouse such  
as Board of Trade Clearing Corporation.                                         

Consortia owned by member firms and large market participants also may    
become our competitors, particularly with respect to our Treasury futures and   
options contracts. For instance, BrokerTec Global LLC, an electronic inter-     
dealer fixed income broker, has announced its intention to develop or acquire a 
facility for futures products, and has applied to the CFTC for designation as a 
contract market. Most of the members of BrokerTec Global are either clearing    
member firms of the CBOT or affiliates of our clearing member firms, and are    
significant participants in the Treasury market.                                

Technology companies, market data and information vendors, and front end  
software vendors also represent potential competitors because, as purveyors of  
market data, these firms typically have substantial distribution capabilities.  
As technology firms, they also have access to trading engines that can be       
connected to their data and information networks. Additionally, technology and  
software firms that develop trading systems, hardware and networks but who are  
otherwise outside of the financial services industry may be attracted to enter  
our markets.                                                                    

Strategic Alliances, Acquisitions and Divestitures                              

Due to increasing competitive pressures in the futures industry, we review
our competitive position on an ongoing basis and from to time consider, and     
engage in discussions with other parties regarding, various strategic           
alliances, acquisitions and divestitures in order to continue to compete        
effectively, improve our financial results, increase our business and allocate  
its resources efficiently. It is also important for us to form strategic        
partnerships, such as the recent alliance with Eurex, to bring together the     
necessary expertise and resources to address competitive pressures and meet new 
market demands.                                                                 

Our Members                                                                     

We are currently owned by our members. Members and individuals who have   
leased seats from members can execute trades for their own accounts or for the  
accounts of customers of clearing member firms. The trades of members and       
lessees of memberships for their own accounts qualify for lower fees in         
recognition of the market liquidity that their trading activity provides.       
Members and lessees also benefit from market information advantages that may    
accrue from their proximity to trading activity on the trading floors.          

Currently, there are five classes of CBOT memberships:                    

. Full;                                                                     

. Associate;                                                                

. GIM (and one-half Associate Memberships, as described below);             

. IDEM; and                                                                 

. COM.                                                                      

Each class of membership has different trading rights and privileges. All       
membership applicants are reviewed and approved by us in accordance with        
membership and eligibility requirements set forth in our rules and regulations. 

Currently, memberships may be purchased or sold pursuant to transfer      
mechanisms established by our rules and regulations. We are currently           
evaluating appropriate changes to these transfer mechanisms, including, among   
other things, the retention of a third-party transfer agent, in light of the    
status of For-Profit CBOT as a for-profit, stock corporation and the status of  
its Class B common stock as securities after the restructuring transactions.    

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Price Range for Memberships                                                     

The following table contains, for the periods indicated, the high and low 
sales prices of memberships of each of the five classes of membership in the    
CBOT, reported in thousands.                                                    

                                                                [Download Table]

                                   Full    Associate   GIM      IDEM      COM   
                                 --------- --------- -------- -------- ---------
Calendar Year                    High Low  High Low  High Low High Low High Low 
-------------                    ---- ---- ---- ---- ---- --- ---- --- ---- ----
                                                                                
1998                                                                            
 First Quarter.................. $780 $714 $489 $434   *    * $90  $66 $147 $132
 Second Quarter.................  725  483  410  210 $80  $61  57   28  130   62
 Third Quarter..................  495  384  204  120   *    *  36   20   69   44
 Fourth Quarter.................  500  431  225  175   *    *  33   20   71   44

1999                                                                            
 First Quarter..................  600  490  282  186 100   75  30   25   70   55
 Second Quarter.................  633  560  246  220   *    *  36   26   75   54
 Third Quarter..................  620  530  218  155   *    *  32   24   60   47
 Fourth Quarter.................  475  400  166  130   *    *  33   24   46   39

2000                                                                            
 First Quarter..................  520  410  150  105  70   58  27   16   37   30
 Second Quarter.................  642  472  138   90  50   50  16    6   35   22
 Third Quarter..................  642  328  150   61  70   21  27    4   37   14
 Fourth Quarter.................  350  255   80   50  31   23  13   **   18   10

2001                                                                            
 First Quarter..................  350  295   85   62  36   31   7    1   19   12

--------                                                                        
*Indicates no sales in the quarter.                                             
**Indicates a sale price of less than $1,000.                                   
Source: CBOT records.                                                     

Individual Members                                                            

Currently, our membership committee reviews applicants and conducts       
proceedings to determine whether candidates meet our membership and eligibility 
requirements. Additionally, registration or a temporary license to act as       
either a floor broker or a floor trader must be granted by the National Futures 
Association before an individual can begin trading on our trading floors. All   
members must be guaranteed or qualified to trade by a clearing member before    
they may personally execute a transaction on the CBOT's exchange facilities.    

  Full Members. Our Full Members are entitled to execute trades in all futures
and options contracts listed on the CBOT. As of March 31, 2001, there were      
1,402 Full Memberships.                                                         

Associate Members. Our Associate Members are entitled to execute trades in
all futures and options contracts listed in the CBOT's Government Instruments   
Market, Index, Debt and Energy Market and Commodity Options Market. As of March 
31, 2001, there were 782 Associate Memberships.                                 

 GIMs/One-Half Associate Members. The holder of a GIM Membership is a member
entitled to execute trades in all futures contracts assigned to the market      
category known as the "Government Instrument Market," which includes contracts  
in certain U.S. government and agency securities, certain foreign government    
securities and certain domestic certificates of deposit. We are currently       
phasing out GIM Memberships by converting each GIM Membership into a one-half   
Associate Membership upon the sale of such membership and permitting the        
conversion of two one-half Associate Memberships into one Associate Membership. 
Following completion of the restructuring transactions, two Series B-3 shares   
of Class B common stock will be convertible into one Series B-2 share of Class  
B common stock, which may result in fewer members having the trading rights and 
privileges of GIMs and more members having the trading rights and privileges of 
Associate                                                                       

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Members. For more information, see "Description of Capital Stock--Description   
of Common Stock." As of March 31, 2001, there were 166 GIM Memberships and four 
one-half Associate Memberships.                                                 

For purposes of the restructuring transactions, including for purposes of 
determining the number of shares of Class A common stock and the appropriate    
series of Class B common stock to be distributed in respect thereof, all one-   
half Associate Memberships shall be treated as GIM Memberships. In addition, we 
sometimes in this document refer to one-half Associate Members as GIMs, as the  
context requires.                                                               

IDEMs. The holder of an IDEM Membership is a member entitled to execute   
trades in all futures contracts assigned to the market category known as the    
"Index, Debt and Energy Market," which includes contracts in certain stock and  
bond indices, certain money market instruments and certain energy, i.e., crude  
oil, a gasoline and heating oil, products. As of March 31, 2001, there were 642 
IDEM Memberships.                                                               

 COMs. The holder of a COM Membership is a member entitled to execute trades
in all options contracts assigned to the market category known as the           
"Commodity Options Market," which includes contracts in U.S. Treasury Bond      
futures options and all other options contacts listed for trading by the CBOT.  
As of March 31, 2001, there were 643 COM Memberships.                           

Clearing Members                                                              

Under our rules, all CBOT contracts must be cleared through the Board of  
Trade Clearing Corporation, or such other clearing entity as the CBOT board of  
directors designates. Such contracts are subject to the bylaws of Board of      
Trade Clearing Corporation, and our rules provide that it may not change its    
bylaws without the consent of the CBOT board of directors. However, Board of    
Trade Clearing Corporation has disputed this restriction and its governing      
documents do not contain a similar restriction requiring the CBOT's approval    
for changes to its bylaws. In addition, no person or organization may become a  
stockholder of Board of Trade Clearing Corporation until approved by the CBOT.  

Board of Trade Clearing Corporation has informed us that it is the world's
largest fully independent futures and futures options clearinghouse and the     
only futures and options clearinghouse that is rated "AAA" by Standard &        
Poor's. On a daily basis, Board of Trade Clearing Corporation compares the data 
that is submitted by its members, collects and disburses original and variation 
or "mark-to-market" margin payments though a network of banks, and provides its 
financial guarantee of performance for every trade that is accepted by it for   
clearing. Since its inception in 1925, Board of Trade Clearing Corporation has  
designed risk management policies and practices for the CBOT and its members.   

We do not currently have a contract with the Board of Trade Clearing      
Corporation that would obligate it to provide its clearing services to our      
clearing members. We are currently considering negotiating a contract regarding 
clearing-related services with Board of Trade Clearing Corporation prior to the 
completion of the restructuring transactions. However, we cannot provide any    
assurances that we will determine to do so or, if we so determine, that we will 
be successful in entering into such a contract with Board of Trade Clearing     
Corporation. Our unwillingness or inability to enter into a contract with Board 
of Trade Clearing Corporation, or some other entity which would provide         
comparable clearing-related services to For-Profit CBOT, could materially       
adversely affect our business.                                                  

Other Business Relationships and Subsidiaries                                   

 Ceres Trading Limited Partnership. The Ceres Trading Limited Partnership is
a Delaware limited partnership, which we formed in 1992 to initiate the         
development of our electronic trading system. Ceres currently owns rights to    
electronic trading of the CBOT's products, including on the a/c/e system. It    
has entered into contractual arrangements with us for the provision of services 
in connection with the operation of the system and the provision of related     
support services. We currently charge Ceres the fair value for these services.  
In addition, we have entered into an agreement with Ceres whereby we pay Ceres  
a licensing fee to provide our members and delegates access to the a/c/e        
system. This licensing fee is about equal to the exchange fees received by us   
as a result of transactions executed on the a/c/e system.                       

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Our wholly owned subsidiary, eCBOT, is currently the general partner of   
Ceres. In addition, as of December 31, 2000, Ceres had 3,620 owners of its      
Class A limited partnership interests, of which there are four series, and 61   
owners of its Class B limited partnership interests. The following table        
indicates the number of limited partnership interests held by the CBOT members  
as of December 31, 2000:                                                        

Ceres Limited Partnership Interests By Individual Membership Class

                                                                [Download Table]

                          Class A-1   Class A-2   Class A-3   Class A-4    Class B  
                           Limited     Limited     Limited     Limited     Limited  
                         Partnership Partnership Partnership Partnership Partnership
Membership Class          Interests   Interests   Interests   Interests   Interests 
----------------         ----------- ----------- ----------- ----------- -----------
                                                                                    
Full....................    1,388        --          --           --         --     
Associate...............      --         779         --           --         --     
GIM.....................      --         --          169          --         --     
IDEM....................      --         --          --           641        --     
COM.....................      --         --          --           643        --     
Clearing Member.........      --         --          --           --          61    
                            -----        ---         ---        -----        ---    
  Total.................    1,388        779         169        1,284         61    
                            =====        ===         ===        =====        ===    

Except for a nominal number of interests held by the eCBOT, Class A limited     
partnership interests are generally held by individual CBOT members. Class B    
limited partnership interests are held by CBOT clearing member firms.           

  Ceres's wholly owned subsidiary, Ceres Alliance L.L.C., holds the CBOT's 50%
interest in CBOT/Eurex Alliance, L.L.C., a Delaware limited liability company.  
The other member of CBOT/Eurex Alliance is Eurex Beteiligungen AG, a Swiss      
company owned by Deutsche Borse AG and the Swiss Stock Exchange. CBOT/Eurex     
Alliance does not presently employ its own staff, and operates with personnel   
seconded to it by the CBOT and the Eurex Group. Generally, the voting rights,   
percentage interests and profits of the CBOT/Eurex Alliance are shared equally  
between its two members, the Ceres Alliance L.L.C. and Eurex Beteiligungen AG,  
and its expenses are allocated among the members as incurred. The CBOT and the  
Eurex Group have agreed to suspend cost-sharing arrangements for CBOT/Eurex     
Alliance L.L.C.                                                                 

The following chart illustrates the current structure of the CBOT/Eurex   
Alliance:                                                                       

[CHART] 

[SWISS      [DEUTSCHE      [CBOT NON-   [CBOT         
STOCK   _    BORSE         CLEARING _ CLEARING      
EXCHANGE]       AG]          MEMBERS]   MEMBERS]        

[EUREX      [DEUTSCHE             [CBOT]       [CBOT] 
ZURICH        BORSE                                   
       AG]        SYSTEMS       [MIDAM]     [E-CBOT]     [C-B-T]
AG]                     

[EUREX       [EUREX                                   
FRANKFURT  BETEILIGUNGEN        [CERES TRADING          
AG]           AG]                LIMITED          
                        PARTNERSHIP]
[EUREX                                                
CLEARING                        [CERES ALLIANCE         
AG]                               LLC]            

[CBOT/EUREX 
ALLIANCE  
LLC]  

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  As part of the restructuring transactions, we will reorganize our electronic
trading business, part of which is currently operated by Ceres. In order to     
accomplish this reorganization, Ceres will be consolidated into For-Profit      
CBOT. Following the reorganization of our electronic trading business, our      
eCBOT subsidiary will hold our interest in the CBOT/Eurex Alliance and the      
a/c/e system.                                                                   

 The following chart illustrates the anticipated structure of the CBOT/Eurex
Alliance following completion of the restructuring transactions:                

[CHART] 

[SWISS     [DEUTSCHE            [CBOT NON-  [CBOT           
STOCK        BORSE              CLEARING   CLEARING         
EXCHANGE] -    AG]               MEMBERS] - MEMBERS]          

[EUREX     [DEUTSCHE                   [CBOT]      [BOTCC]  
ZURICH       BORSE                                          
AG]        SYSTEMS             [MIDAM]     -      [C-B-T] 
AG]                             

[EUREX        [EUREX                  [E-CBOT]              
FRANKFURT   BETEILIGUNGEN                                     
AG]            AG]               [CERES ALLIANCE          
                    LLC]
[EUREX                                                      
CLEARING                [CBOT/EUREX                           
AG]                    ALLIANCE                           
LLC]    

 For more information regarding the reorganization of the electronic trading
business, see "The Restructuring Transactions--Description of the Restructuring 
Transactions--Reorganization of Our Electronic Trading Business."               

MidAmerica Commodity Exchange. The MidAmerica Commodity Exchange is       
currently a wholly owned subsidiary of the CBOT and became affiliated with the  
CBOT in 1986. The MidAmerica Exchange is an Illinois not-for-profit corporation 
formed to act as a contract market for futures and options products. The        
MidAmerica Exchange is housed in the CBOT building and provides the trading     
environment for smaller contracts based on those contracts currently traded at  
the CBOT, Chicago Mercantile Exchange and the New York Mercantile Exchange.     

Intellectual Property                                                           

  We regard our brand name and logos and substantial portions of our marketing
elements, products, market data, software and technology as proprietary, and we 
attempt to protect these elements by relying on trademark, service mark,        
copyright and trade secret laws, contracts, restrictions on disclosure and      
other methods. For example, with respect to trademarks, we currently have       
registered marks in more than 15 countries.                                     

We are undertaking a review of our intellectual property to identify      
property and methods of doing business which should be protected, as well as    
the extent of current protection for that property and the availability of      
additional protection. We believe that our various trade and service marks have 
been registered where needed. Recent legal developments allowing patent         
protection for methods of doing business hold the possibility of additional     
protection, which we are examining.                                             

Employees                                                                       

As of December 31, 2000, we had 711 full-time employees and 23 part-time  
employees. These numbers do not include 53 full-time employees of C-B-T         
Corporation, our subsidiary engaged in managing our properties, which operates  
the CBOT building located at 141 West Jackson Boulevard.                        

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 We consider our relations with our employees to be good. Forty-three of the
53 C-B-T Corporation's employees are represented by one of the following        
unions:                                                                         

. Chicago & North East Illinois District Council of Carpenters;             

. United Brotherhood of Carpenters & Joiners of America;                    

. International Union of Operating Engineers Local 399, AFL-CIO; and        

. Local 73, General Service Employees Union, SEIU, AFL-CIO.                 

Facilities                                                                      

Our principal executive offices are located at 141 West Jackson Boulevard,
Chicago, Illinois 60604. Our telephone number is (312) 435-3500.                

We own the three buildings located at the property at 141 West Jackson    
Boulevard, which consists of a total of about 1,523,077 square feet. We occupy  
about 596,693 square feet of office, trading floor and support space. We lease  
the remaining space in this building to third parties. The trading area has     
state-of-the-art wallboard price display systems, order routing and             
communications systems.                                                         

  In addition, we lease 2,053 square feet of office space at 1455 Pennsylvania
N.W. in Washington, D.C. This space houses our government relations operations. 
The current lease on the Washington office space expired on January 31, 2001    
and is currently being renewed on a month-to-month basis. We currently expect   
that this lease will be renegotiated on terms satisfactory to us.               

We lease 1,800 square feet of office space at 52-54 Gracechurch Street in 
London, England, which is used by our European marketing staff. The current     
lease on the London office expires on June 2004.                                

We believe that our facilities are adequate for our current operations and
that additional space can be obtained if needed.                                

Regulation                                                                      

Regulation of the U.S. Futures Exchange Industry                              

 Our operations are subject to extensive regulation by the Commodity Futures
Trading Commission under the Commodity Exchange Act. The Commodity Exchange Act 
generally requires that futures trading in commodities be conducted on a        
commodity exchange designated as a contract market by the CFTC. That act        
establishes non-financial criteria for an exchange to be designated to list     
futures and options contracts. Designation as a contract market for the trading 
of a specified futures contract is non-exclusive. This means that the CFTC may  
designate additional exchanges as contract markets for trading the same or      
similar contracts. For information regarding the CFTC approvals required as a   
condition to our obligation to complete the restructuring transactions, see     
"The Restructuring Transactions--Regulatory Matters."                           

We are a self-regulatory organization that is subject to the oversight of 
the CFTC. In order to guard against default risk with respect to contracts      
traded on the CBOT, we have instituted detailed risk management policies and    
procedures. To manage the risk of financial non-performance, we have            
established minimum capital requirements for all futures commission merchant    
member firms. In addition we operate and maintain systems to:                   

. ensure that futures commission merchant members maintain capital in       
excess of the risk based capital requirement adopted by the Board to    
Trade Clearing Corporation;                                             

. require that all clearing futures commission merchant member firms        
electronically file a financial statement each month. All other futures 
commission merchant members must electronically file quarterly financial
 statements. Firms are placed on additional reporting, i.e., daily, weekly
or monthly reporting, when necessary;                                   

. analyze futures commission merchant member firms financial statements     
with a state-of-the computer system designed to immediately detect      
financial violations and unfavorable financial trends;                  

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. require that all futures commission merchant member firms collect initial 
and variation margin from their customers;                              

. on a daily basis, collect large trader information to determine those     
firms which may have increased financial exposure and, whenever         
necessary, the CBOT will contact firms to ensure financial compliance;  

. during volatile market conditions, simulate the effect of market moves on 
large trader positions in order to identify those firms that have       
increased risk exposure; and                                            

. exercise broad disciplinary authority over member firms including the     
 ability to issue fines in the case of serious rule violations, and in the
case of a financially distressed firm, we may take various emergency    
actions to protect customers, other member firms and the CBOT.          

We also have surveillance and compliance operations and procedures to monitor   
and enforce compliance with rules pertaining to the trading, position sizes,    
delivery obligations and financial condition of members.                        

Changes in Existing Laws and Rules                                            

 Additional legislation or regulation, or changes in existing laws and rules
or their interpretation, may directly affect our mode of operation and our      
profitability. Congress has recently adopted amendments to the Commodity        
Exchange Act that will reduce the cost and burdens of listing new contracts for 
trading. The CFTC has proposed new rules to implement those changes. Other      
amendments to the Commodity Exchange Act have been adopted by Congress that     
might be less favorable to our business. The regulations under which we have    
operated since 1974 have been changed in a manner that will permit unregulated  
competitors and competitors in other regulated industries to attempt to trade   
our products in their own trading facilities without the same regulatory costs  
we bear.                                                                        

The Commodity Exchange Act generally requires all futures contracts to be 
executed on an exchange that has been approved by the CFTC. For many years, the 
exchange trading requirement was modified by CFTC regulations to permit         
privately negotiated swap contracts to be transacted in the over-the-counter    
market. The CFTC exemption, under which the over-the-counter derivative market  
operated, precluded the over-the-counter market from using exchange-like        
electronic transaction systems and clearing unless specific permission,         
including the imposition of specific conditions, was granted by the CFTC. These 
limitations on the exemptions granted to the over-the-counter market were       
called into question by a November 1999 report of the President's Working Group 
on Financial Markets, which is made up of the Treasury Secretary, the Chairmen  
of the SEC, the CFTC and the Board of Governors of the Federal Reserve System.  

  The working group advocated a complete exemption from the Commodity Exchange
Act for some principal-to-principal derivative exchanges that provide           
electronic trade execution services comparable to those performed by us. The    
customers who may access those exempt exchanges are also significant customers  
of regulated exchanges like ours. The working group recommended equivalent      
treatment for the existing electronic markets operated by regulated exchanges   
or their affiliates and further recommended legislation that would permit CFTC- 
regulated clearing organizations to clear futures, options on futures contracts 
and OTC derivatives that are not securities or securities options. In contrast, 
the working group recommended permitting banks and SEC-regulated clearing       
organizations to clear financial derivative contracts, as well as equities,     
government securities, repurchase and reverse repurchase agreements and other   
instruments. Finally, the working group recommended permitting banks and        
broker-dealers, and their affiliates, to operate currency futures markets for   
retail customers without being subject to regulation under the Commodity        
Exchange Act. All of the working group proposals, if adopted, would likely to   
increase the number and quality of competitors who provide execution and        
clearing services for standardized derivative contracts.                        

  In February 2000, the CFTC staff released a report advocating the passage of
broad regulatory exemptions to create a regulatory environment that would       
permit the futures industry to accommodate itself to real world competitive     
conditions. Its goal is regulation by oversight rather than prescription. The   
degree of regulation proposed is directly related to the characteristics of the 
product and the type of customer that has direct or                             

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indirect access to the market, with retail customer markets being subject to    
greater regulation. The CFTC's proposal would treat open outcry markets and     
electronic trading market in the same way.                                      

  During 2000, Congress considered legislation to implement the suggestions of
the working group and the CFTC. On October 19, 2000, the U.S. House of          
Representatives passed that legislation in a bill numbered H.R. 4541, by a vote 
of 377 to 4. Further amendments were made to that bill and, as amended, it was  
reintroduced in the House of Representatives as H.R. 5660 on December 14, 2000. 
The U.S. House of Representatives and Senate each passed H.R. 5660 on December  
15, 2000. It was signed into law by President William J. Clinton on December    
21, 2000 as the Commodity Futures Modernization Act of 2000.                    

  The Commodity Futures Modernization Act provides a series of exclusions from
the Commodity Exchange Act that would allow our competitors to trade futures    
contracts identical to the ones that we offer without any form of regulation or 
oversight by the CFTC under certain circumstances. Generally those exclusions   
are available to markets limited to financial products traded among             
institutions, whether traded electronically or not. We too could comply with    
those exclusions and operate markets that are outside CFTC jurisdiction. If we  
chose to remain subject to CFTC jurisdiction, the Commodity Futures             
Modernization Act replaces the current rigid and rigorous statutory             
requirements exchanges now face with flexible core principles that exchanges--  
called contract markets or derivatives transaction execution facilities--would  
need to satisfy subject to CFTC oversight. In addition, if we elect to trade    
our non-agricultural contracts on the derivatives transaction execution         
facility platform, banks and broker-dealers would become qualified to act as a  
sales force for our contracts, thus expanding our sales force substantially.    
Finally, the Commodity Futures Modernization Act lifts the current ban on       
trading in single-stock futures subject to the coordinated oversight of the     
CFTC and SEC, providing U.S. futures exchanges with the opportunity to compete  
for this new market.                                                            

The Commodity Futures Modernization Act's new regulatory framework for    
exchanges could reduce our regulatory costs and enhance our ability to deliver  
cost-effective services to our customers. The new framework will also make it   
easier for others to compete with us at lower regulatory cost. Thus, the        
regulatory framework may provide greater regulatory advantages for some of our  
competitors than it does for us.                                                

Legal Proceedings                                                               

From time to time, we are involved in legal proceedings and litigation    
arising in the ordinary course of business. As of the date of this document,    
except as described below, we are not a party to any litigation or other legal  
proceeding that, in our opinion, could have a material adverse effect on our    
business, operating results or financial condition.                             

Minority Member Litigation. On August 11, 2000, eight Associate Members,  
GIMs, IDEMs and COMs filed a complaint, on behalf of themselves and seeking to  
represent a class of all Associate Members, GIMs, IDEMs and COMs, with the      
Circuit Court of Cook County, Illinois. The complaint names as defendants five  
persons holding Full Memberships owned by corporations with multiple Full       
Memberships in the CBOT and seeks a defendant class of all Full Members.        

The complaint alleges that the allocation developed by our Independent    
Allocation Committee is unfair and the allocation methodology used by the       
Independent Allocation Committee improperly weights members' voting and         
liquidation rights as well as the historical distribution of market values of   
memberships. The plaintiffs seek a declaratory judgment that the allocation is  
unfair to Associate Members, GIMs, IDEMs and COMs, and that the vote of Full    
Members in favor of the allocation in connection with the restructuring         
transactions would constitute a breach of fiduciary duties allegedly owed by    
Full Members to Associate Members, GIMs, IDEMs and COMs. The complaint requests 
that the court enjoin Full Members from voting in favor of the allocation and   
declare a fair and equitable allocation of shares pursuant to the restructuring 
transactions. The CBOT has assumed the defense of the Full Members named as     
defendants in the complaint.                                                    

 On January 9, 2001, the defendants moved to dismiss the case on the grounds
that the complaint did not sufficiently allege that the defendants would breach 
any fiduciary duties to Associate Members, GIMs, IDEMs and COMs by voting in    
favor of the restructuring. On January 25, 2001, the Circuit Court denied       
defendants'                                                                     

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motions to dismiss without ruling on the merits of the dispute, including       
whether Full Members owe fiduciary duties to plaintiffs or whether the          
allocation is actually unfair. On February 6, 2001, a motion to compel          
arbitration under the CBOT rules and regulations, which provide for arbitration 
of disputes between members at the CBOT, and to stay the proceedings in         
Illinois court was filed on behalf of individual defendant Steinborn. On        
February 8, 2001, a similar motion to compel arbitration and stay proceedings   
was filed on behalf of the additional individual defendants. On March 23, 2001, 
the Circuit Court granted the defendants' motions to compel arbitration and     
stay proceedings. On April 20, 2001, the plaintiffs filed an appeal of the      
Circuit Court's order granting the defendant's motion to compel arbitration,    
and have asked the court for an extension of time to file their opening brief   
on appeal, until May 21, 2001.                                                  

We have met with counsel for the plaintiffs to discuss settlement of this 
proceeding. To date, no agreement with respect to settlement of this matter has 
been reached and we cannot provide any assurance that any settlement will ever  
be reached.                                                                     

Although we believe that the plaintiffs' position is without merit, we    
cannot provide any assurances as to the outcome of the arbitration or that the  
plaintiffs will not succeed in preventing or delaying the vote which is the     
subject of this proxy solicitation or in altering the proposed allocation of    
equity in the restructuring transactions. Additionally, we cannot assure you    
that the plaintiffs will not attempt to pursue other remedies, such as damages, 
in the event that the restructuring transactions are completed on the terms     
proposed in this document. For more information, see "Risk Factors--Risks       
Relating to the Restructuring Transactions--Certain Members Have Filed a        
Complaint in Illinois State Court Challenging the Proposed Allocation of Shares 
in For-Profit CBOT" and "--The Allocation of the Equity in For-Profit CBOT      
Contains an Element of Uncertainty."                                            

Chicago Board Options Exchange Litigation and Proposed Rule Change. The   
restructuring transactions have been designed to preserve the exercise right.   
In particular, we believe that the restructuring transactions comply with the   
1992 agreement between the Chicago Board Options Exchange and the CBOT. First,  
we do not believe that a Full Member's sale of equity shares, i.e., shares of   
Class A common stock, in For-Profit CBOT constitutes "splitting or dividing"    
that CBOT Full Membership into two or more parts. Moreover, we believe that if  
a Full Member sells some or all of his equity shares in For-Profit CBOT that    
Full Member would retain all of the trading rights and privileges appurtenant   
to Full Membership, thus entitling that Full Member to retain the exercise      
right under the 1992 agreement.                                                 

 In addition, we believe that the restructuring transactions comply with the
provision of the 1992 agreement which provides that the exercise right would    
survive "in the event the CBOT merges or consolidates with or is acquired by or 
acquires another entity" so long as the following three conditions are met:     

.  the surviving entity must be an "exchange" that maintains a market in    
futures, securities, options or financial instruments;                

.  the 1,402 Full Members must be granted "membership" in the surviving     
exchange; and                                                         

.  the 1,402 Full Members must be entitled to "have full trading rights and 
privileges in all products then or thereafter traded on the surviving 
exchange."                                                            

We believe that the restructuring transactions will result in For-Profit  
CBOT satisfying each of the three conditions stated in the 1992 agreement with  
the Chicago Board Options Exchange and, accordingly, that the exercise right    
will carry over to the holders of Series B-1 shares of Class B common stock of  
For-Profit CBOT. However, the Chicago Board Options Exchange has challenged     
this position.                                                                  

On June 30, 2000, we filed a complaint against the Chicago Board Options  
Exchange seeking declaratory and injunctive relief with respect to our Delaware 
reincorporation. Specifically, we sought a declaration that becoming a Delaware 
not-for-profit corporation would not violate a 1992 agreement between the       
parties or serve to extinguish the exercise right of our Full Members. On       
August 3, 2000, after the Chicago Board                                         

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Options Exchange agreed in court that it would take no action to extinguish or  
limit the exercise right based solely on the reincorporation of the CBOT in     
Delaware, the court dismissed the CBOT's complaint.                             

  On August 30, 2000, the Chicago Board Options Exchange filed a proposed rule
change with the SEC. The Chicago Board Options Exchange filed an amended        
proposed rule change on October 10, 2000, and is seeking SEC approval of its    
position. In its proposed rule change, the Chicago Board Options Exchange       
attempts to impose new conditions on the exercise right not included in Article 
Fifth(b) of its certificate of incorporation or in the 1992 agreement.          

In particular, the Chicago Board Options Exchange has stated recently in a
filing with the SEC that the exercise right will be terminated:                 

. for any Full Member, if that Full Member sells any of the shares of Class 
A common stock associated with a share of Class B common stock received 
in the restructuring transactions without also selling all of the other 
 shares of Class A common stock and the associated share of Class B common
stock;                                                                  

. for all Full Members, if the CBOT expands electronic trading on the a/c/e 
system to allow non-members, i.e., persons who do not hold shares of    
Class B common stock, to trade directly; or                             

. for all Full Members, if CBOT members who exercise their right to become  
Chicago Board Options Exchange members are able to trade all of the     
CBOT's products and the Chicago Board Options Exchange's products       
simultaneously.                                                         

  On October 17, 2000, the CBOT filed a second complaint seeking a declaration
that the restructuring transactions do not extinguish the exercise right and an 
injunction prohibiting the Chicago Board Options Exchange from taking any       
action to the contrary. On January 19, 2001, the Illinois Circuit Court         
dismissed Count I of our complaint for failure to sufficiently allege breach of 
the 1992 agreement by the Chicago Board Options Exchange and for failure to     
allege damages. The court also dismissed Count II of the complaint as preempted 
by federal law, holding that this matter should be resolved in the first        
instance by the SEC. The court's ruling did not address the merits of the       
dispute, including whether or not the Chicago Board Options Exchange's position 
breaches the 1992 agreement. Under this ruling, however, the SEC would          
determine whether the Chicago Board Options Exchange can impose new conditions  
on the exercise right under its proposed rule change filed with the SEC. In     
response, on February 16, 2001, the CBOT filed an amended complaint, seeking a  
declaration by the court that the Chicago Board Options Exchange breached the   
1992 agreement by adopting its proposed rule change and submitting it to the    
SEC for approval without the written consent of the CBOT. In addition, the CBOT 
seeks an injunction prohibiting the Chicago Board Options Exchange from         
attempting to amend or modify its Rule 3.16(b), relating to the exercise right, 
adopted pursuant to the 1992 agreement, without our written consent, in         
violation of its obligations' under the 1992 agreement. Finally, the CBOT seeks 
a declaration that certain elements of its proposed restructuring comply with   
the CBOT's obligations under the 1992 agreement.                                

We anticipate that the Chicago Board Options Exchange will again move to  
dismiss the amended complaint on grounds that it is preempted by federal law,   
claiming that this issue should be decided by the SEC. Although we cannot       
assure you that the amended complaint will not be dismissed, we believe the     
Chicago Board Options Exchange's position is without merit and that a court     
should resolve the issue of whether it has in fact breached to 1992 agreement,  
and whether certain elements of our proposed restructuring would violate our    
contractual obligations under the 1992 agreement.                               

 On November 17, 2000, the SEC requested public comment on the Chicago Board
Options Exchange's proposed rule change. On December 11, 2000 we filed a        
comment letter with the SEC challenging the legal validity of the proposed rule 
change and urging the SEC not to approve it.                                    

On February 12, 2001, we filed a supplementary comment letter with the SEC
summarizing the proposed restructuring transactions and notifying the SEC of    
developments at the Illinois Circuit Court. On February 26, 2001, the Chicago   
Board Options Exchange filed with the SEC a letter in support of its proposed   
rule change                                                                     

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and in response to our filed opposition to that proposed rule change. The       
Chicago Board Option Exchange's letter takes the position that after the        
restructuring transactions the CBOT will not be a membership corporation and    
therefore will not satisfy one of the conditions for retention of the exercise  
right under the 1992 agreement. The Chicago Board Options Exchange further      
claims that the a/c/e system gives our members who exercise the right to become 
Chicago Board Options Exchange members the ability to trade on the Chicago      
Board Options Exchange trading floor and through the CBOT at the same time,     
activity that the Chicago Board Options Exchange claims is incompatible with    
the exercise right. The Chicago Board Options Exchange also claims that the     
exercise right may be terminated after completion of the restructuring          
transactions because certain non-trading rights, including voting rights, of    
the current Full Members of the CBOT will change in connection with the         
completion of the restructuring transactions. If approved by the SEC, the       
Chicago Board Options Exchange's proposed rule change and the positions it has  
taken in connection with that rule change could materially adversely affect our 
ability or willingness to restructure or to conduct our existing electronic     
trading business in a competitive manner while still preserving the exercise    
right of our Full Members.                                                      

Representatives of the CBOT have met with representatives of the Chicago  
Board Options Exchange to discuss settlement of this dispute. To date, no       
agreement with respect to settlement of this matter has been reached and we     
cannot provide any assurance that any settlement will ever be reached. In view  
of these discussions, we understand that the Chicago Board Options Exchange has 
requested that the SEC temporarily refrain, pending the outcome of such         
discussions, from taking any action on its proposed rule change. The parties    
also have jointly requested that the deadline for Chicago Board Option          
Exchange's answer to the CBOT's amended complaint in Illinois Circuit Court be  
extended until May 15, 2001.                                                    

In addition, on March 28, 2001, we entered into an agreement with the     
Chicago Board Options Exchange for the purpose of facilitating our discussions  
regarding possible settlement of this dispute. Pursuant to this agreement, the  
Chicago Board Options Exchange has agreed to request that the SEC refrain from  
approving the Chicago Board Option Exchange's filing with the SEC (File No. SR- 
CBOE-00-44) and the CBOT has agreed not to seek to have the registration        
statement of which this document forms a part declared effective by the SEC, in 
each case so long as such agreement remains in effect. In addition, we agreed   
with the Chicago Board Options Exchange that each party will file one or more   
joint requests for an extension of time such that the Chicago Board Options     
Exchange's answer or response to the CBOT's amended complaint in Illinois       
Circuit Court will not be due any sooner than 14 days after the termination of  
the agreement. This agreement will generally remain in effect until May 1, 2001 
and may continue thereafter to the extent both parties agree in writing. We can 
provide no assurance that we will be successful in our efforts to settle this   
dispute. On April 30, 2001, the CBOT and the Chicago Board Options Exchange     
agreed to extend the term of this agreement until June 1, 2001.                 

While we do not believe that the Chicago Board Options Exchange's position
is legally valid, we cannot predict the outcome of that SEC proceeding. If the  
SEC were to approve the Chicago Board Options Exchange's proposed rule change,  
it is possible that the exercise right could be extinguished or terminated for  
some or all Full Members or that such Full Members could be prevented from      
exercising the right in the future.                                             

The Chicago Board Options Exchange has historically been extremely        
aggressive in challenging the validity of the exercise right of our Full        
Members. We cannot assure you that the Chicago Board Options Exchange will not  
take other actions in the future to interfere with the exercise right or will   
not otherwise be successful in terminating the exercise right or preventing     
Full Members from exercising such right in the future.                          

Furthermore, because the Chicago Board Options Exchange is attempting to  
impose new conditions on the exercise right pursuant to its proposed rule       
change with the SEC, we may be forced to take certain actions designed to       
preserve the exercise right, such as restricting access to electronic trading   
on our a/c/e system, which could materially adversely affect our ability to     
execute our business strategies and achieve our business objectives.            

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  For more information about these risks, see "Risk Factors--Risks Relating to
the Restructuring Transactions--The Chicago Board Options Exchange Could Be     
Successful in Challenging the "Exercise Right,' Which Allows Our Full Members   
to Obtain Trading Privileges at the Chicago Board Options Exchange, and the     
Exercise Right Could Be Extinguished or Terminated."                            

Patent Rights Litigation. On May 5, 1999, the CBOT, the Chicago Mercantile
Exchange, the New York Mercantile Exchange and Cantor Fitzgerald, L.P., were    
sued by Electronic Trading Systems, Inc. in the United States District Court    
for the Northern District of Texas (Dallas Division) for alleged infringement   
of Wagner United States patent 4,903,201, entitled "Automated Futures Trade     
Exchange." On February 1, 2001, the complaint was amended to allege that CBOT   
infringed the patent by operating Project A, which we decommissioned in August  
2000, as well as the a/c/e system. We have secured an opinion from our patent   
counsel that the a/c/e system does not infringe plaintiff's patent. The         
district court has recently denied our motion to dismiss for lack of personal   
jurisdiction and our motion to transfer the case to the Northern District of    
Illinois. On April 16, 2001, we asserted a right to be indemnified with respect 
to this litigation by Eurex Frankfurt AG in connection with its provision of    
market supervision services. Eurex has disputed that obligation. On April 25,   
2001, we were advised that an interest in the patent had been transferred to e- 
speed, Inc.                                                                     

  Soybean Antitrust Litigation. On November 14, 1989, plaintiff Sanner brought
suit against us. This case is pending in federal court in the Northern District 
of Illinois, Eastern Division. The one remaining count in this case is an       
antitrust claim for monetary damages brought on behalf of a class of soybean    
farmers alleging a conspiracy to fix the price of cash soybeans. The claim is   
based on an emergency order promulgated by our board of directors in connection 
with the July 1989 soybean futures contract. The other defendants in this suit  
are certain individuals alleged to have been involved in recommending or        
implementing the emergency order. All of the other claims brought in            
plaintiff's original complaint, which was filed in 1989, have been dismissed.   

The court certified the Sanner case as a class action, but a motion for   
reconsideration of this decision is pending. The court denied our motion for    
summary judgment but without prejudice to reassert a motion for summary         
judgment on the issues of market power and antitrust injury. The court has      
agreed to hold a hearing to consider the CBOT's motion to strike the testimony  
of the plaintiff's expert witness.                                              

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MANAGEMENT AND EXECUTIVE COMPENSATION 

Directors and Executive Officers                                                

The board of directors currently consists of 18 directors, including:     

. the chairman of the board;                                                

. the vice chairman of the board;                                           

. nine elected directors who are Full Members and of whom at least two are  
nonresident;                                                            

. four non-member directors nominated and approved by the board of          
directors;                                                              

. two elected directors who are Associate Members; and                      

. the president and chief executive officer, who serves as a non-voting     
member of the board.                                                    

Currently, there is one vacant non-member directorship.                         

Following the completion of the restructuring transactions, the board of  
directors of For-Profit CBOT will be reduced to nine members, consisting of:    

. two independent directors who meet the "independence" requirements of     
For-Profit CBOT;                                                        

. five directors who are holders of Class B common stock and who meet the   
membership and eligibility requirements of For-Profit CBOT;             

. one at-large director; and                                                

. the chairman of the board of directors.                                   

These directors, other than the chairman, will be elected by the holders of     
Class A common stock at a special election to be held as soon as reasonably     
practicable following completion of the restructuring transactions.             

Neither the at-large director nor the chairman will be subject to any     
qualifications. However, from and after the special election of directors       
following the completion of the restructuring transactions and until the second 
annual meeting of stockholders thereafter, which we currently expect to be held 
in 2003, the position of the chairman will be held by the person who held the   
office of chairman of the board of directors immediately prior to such          
election, and such person will not be elected by the stockholders but rather    
shall hold the position of the chairman by virtue of his holding of the office  
of chairman of the board. All of the other directors will be elected by the     
stockholders at the expiration of their terms commencing with the first annual  
meeting of stockholders following completion of the restructuring transactions. 

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Set forth below are the names, ages and positions of the persons currently
serving as directors and executive officers of the CBOT. We currently expect    
that such persons will, subject to resignation, removal and disqualification,   
constitute the directors and executive officers of For-Profit CBOT immediately  
following completion of the restructuring transactions. However, we cannot      
provide any assurances in this regard and, accordingly, this list may change.   

                                                                [Download Table]

        Name               Age                      Positions Held             
        ----               ---                      --------------             
                                                                               
David J. Vitale            54            President and Chief Executive Officer 

Carol A. Burke             49              Executive Vice President and General
                                            Counsel                            

Patrick J. Catania         50              Executive Vice President, Business  
                                            Development                        

Glen M. Johnson            52              Senior Vice President and Chief     
                                            Financial Officer                  

Philip P. Hannigan         61              Senior Vice President, Real Estate  
                                            Operations                         

Bryan T. Durkin            40              Senior Vice President, Office of    
                                            Investigations and Audits and Order
                                            Routing                            

Celesta S. Jurkovich       54              Senior Vice President, Government   
                                            Relations                          

Nickolas J. Neubauer       55              Chairman of the Board of Directors  

Charles P. Carey           47              Vice Chairman                       

Raymond Cahnman            55              Director                            

James E. Cashman           47              Director                            

Mark E. Cermak             48              Director                            

Robert F. Corvino          43              Director                            

James F. Curley            56              Director                            

Andrew J. Filipowski       50              Director                            

Douglas M. Kurzydlo        46              Director                            

Veda Kaufman Levin         53              Director                            

James P. McMillin          42              Director                            

Joseph Niciforo            40              Director                            

James R. Thompson          64              Director                            

J. Andrew Wallace          39              Director                            

Michael D. Walter          51              Director                            

Ralph H. Weems             68              Director                            

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  We currently expect that the term for each director listed above, other than
the chairman of the board, will end in connection with the special election of  
directors to occur as soon as reasonably practicable following completion of    
the restructuring transactions.                                                 

 Set forth below is a description of the backgrounds of the persons named in
the table above. All executive officers of the CBOT listed below are officers   
of, and hold the same positions with, the MidAmerica Commodity Exchange.        

David J. Vitale has served as President and Chief Executive Officer since 
February 2001. Prior to joining the CBOT, Mr. Vitale served as a director and   
Vice Chairman of Bank One Corporation from October 1998 until November 1999 and 
as a director and Vice Chairman of First Chicago NBD Corporation from October   
1995 until the merger of Bank One Corporation and First Chicago NBD Corporation 
in October 1998. Prior to that time, he served in a number of different         
capacities with First Chicago Corporation and The First National Bank of        
Chicago.                                                                        

Carol A. Burke has served as Executive Vice President and General Counsel 
since February 1995 and Senior Vice President and General Counsel since April   
1994. Prior to that time, Ms. Burke held other positions in the President's     
office and the Legal Department of the CBOT.                                    

Patrick J. Catania has served as Executive Vice President, Business       
Development since August 1997. From April 1995 to August 1997, he served as     
Senior Vice President of Market & Product Development, and held other marketing 
positions with the CBOT prior to 1995. Mr. Catania also serves on the           
Management Committee of the CBOT/Eurex Alliance, L.L.C.                         

Glen M. Johnson has been our Senior Vice President and Chief Financial    
Officer since February 1995. From December 1982 to February 1995, he was Vice   
President and Treasurer of the CBOT.                                            

Philip F. Hannigan has served as Senior Vice President, Real Estate       
Operations since February 1995. From May 1984 to February 1995, he served as    
Vice President, Real Estate Operations.                                         

  Bryan T. Durkin has been a Senior Vice President, Office of Investigations &
Audits and Order Routing since October 1999. From December 1993 through October 
1999, he served as Vice President & Administrator, Office of Investigations &   
Audits.                                                                         

Celesta S. Jurkovich has served as Senior Vice President, Government      
Relations of the CBOT since February 1995. Prior to that time, she served as    
Vice President, Government Relations.                                           

Nickolas J. Neubauer has been Chairman of the CBOT since January 2001. He 
has been an independent trader on the CBOT since February 1978. He is the       
President of Sano Corporation, an Arizona real estate corporation that he       
founded in 1991. He owns two Full Memberships in the CBOT and one CBOE          
membership.                                                                     

Charles P. Carey has been a director since 1997 and Vice Chairman since   
January 2000. He also serves on the Finance, Executive and Human Resources      
Committees. He is the Managing Member of RCH Trading LLC, a registered broker-  
dealer. Mr. Carey holds one Full Membership in the CBOT and is a partner at     
Henning & Carey, a commodity trading firm.                                      

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  Raymond Cahnman has been a director since January 2000. Mr. Cahnman has been
a trader on the board for the previous five years, and he currently trades with 
TransMarket Group L.L.C., a clearing firm. Mr. Cahman holds, directly or        
indirectly, by virtue of his controlling interest in TransMarket Group L.L.C.,  
three Full Memberships, six Associate Memberships, eight GIMs, five IDEMs and   
four COMs.                                                                      

 James E. Cashman has been a director since January 1996, and is a member of
the board's Finance Committee. He has been an independent trader on the CBOT    
since July 1977. Mr. Cashman also is a member of RCH Trading LLC, a registered  
broker-dealer. Mr. Cashman holds one Full Membership in the CBOT.               

Mark Cermak has been a director since January 2000, and is a member of the
Regulatory Compliance Committee and the chairman of the Membership Committee.   
He is currently a President of O'Connor & Co. LLC, a clearing member of the     
CBOT, a position he has held since January 1995. Mr. Cermak holds one Full      
Membership in the CBOT.                                                         

Robert F. Corvino has been a director since January 2000. He is also a    
member of the Finance Committee. Mr. Corvino is a member of RCH Trading LLC, a  
registered broker-dealer. From November 1985 to May 2000, Mr. Corvino was an    
independent trader. He holds one Full Membership in the CBOT.                   

James F. Curley has been a director since January 1993, and is on the     
Executive, Finance and Human Resources Committees. Since April 1997, Mr. Curley 
has been the Chief Executive Officer of Cresvale International (US) LLC, a      
futures commission merchant. From March 1994 through June 1996, he was Chairman 
and Chief Executive Officer of Republic New York Securities Inc. He holds one   
Full Membership in the CBOT.                                                    

Andrew J. Filipowski has served as a director since January 2000. Mr.     
Filipowski is the founder and, since June 1999, has been the Chairman and Chief 
Executive Officer of divine, inc., a Chicago-based enterprise Web solutions     
company. Founded in 1999, divine is focused on developing and marketing         
critical software infrastructure and technology solutions for enterprises       
worldwide, as well as the integration, training and sales and marketing         
services to support those solutions. divine also holds interests in various     
companies that are principally involved in integrated solutions for e-commerce  
and vertical markets. Prior to June 1999, Mr. Filipowski was Chairman,          
President and Chief Executive Officer of PLATINUM technology international,     
inc., a software services company. He is a director of Blue Rhino Corp., a      
propane cylinder exchange distributor and eShare Technologies, a provider of    
contract management software solutions.                                         

  Douglas M. Kurzydlo has been a director since January 1996. For the previous
twenty years, he has been an independent broker/trader on the CBOT. He serves   
on the board's Executive, Audit, Regulatory Compliance, Appellate and Finance   
Committees. He owns one Full Membership in the CBOT.                            

  Veda Kaufman Levin has served as a director since January 2000. She has been
the Group Vice President--Department of Futures Sales at ABN/AMRO, NA.          
Incorporated since February 2001. Ms. Kaufman Levin serves on the               
Implementation Committee of the Board and on the Lessor Committee, of which she 
is the Chairperson. She holds one Full Membership in the CBOT.                  

James Patrick McMillin has been a director since January 2000, and is the 
Co-Chairman of the Floor Members Committee. He is currently an Account Sales    
Manager at Comdisco Inc., a provider of equipment leasing and network services, 
data protection and financial and technology management. He has held this       
position since August 2000. Mr. McMillin holds one Associate Membership in the  
CBOT.                                                                           

Joseph Niciforo has served as a director since January 1999. He is also a 
member of the Finance Committee. Since June 2000, he has been Managing Director 
of Fixed Income for Tudor Investment Corp., a hedge fund. From March 1997 to    
June 2000, Mr. Niciforo was President of Bearcat Capital, a commodities trading 
firm. From January 1990 to December 1996, Mr. Niciforo was a partner in Tudor   
Investment Corp. Mr. Niciforo holds one Full Membership and one Associate       
Membership in the CBOT.                                                         

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James Robert Thompson, Jr., has served as a director since February 1991. 
Governor Thompson has been the Chairman of the law firm of Winston & Strawn, a  
national law firm, since January 1991. From January 1977 to January 1991, he    
was the Governor of the State of Illinois. He serves on the Audit and Human     
Resources Committee and is Chairman of the Independent Allocation Committee of  
our board of directors. Governor Thompson is a director of Jefferson Smurfit    
Group, Plc, an integrated producer of packaging products; FMC Corporation, a    
diversified chemicals company; Hollinger International Inc., a newspaper        
publisher; Prime Retail, Inc., a real estate investment trust specializing in   
factory outlet centers; Prime Group Realty Trust, a real estate investment      
trust focused on industrial properties; and Navigant Consulting, Inc., a        
consultant to energy and utility-related companies.                             

John Andrew Wallace has served as a director since January 1999, and is a 
member of the Executive, Finance, and Human Resources Committees. He has served 
as Managing Director of Sales at R.J. O'Brien & Associates since February 1999. 
From August 1984 to January 1999, Mr. Wallace was Senior Vice President of      
Sales at Salomon Smith Barney, a financial services company. He owns one        
Associate Membership in the CBOT, and R.J. O'Brien & Associates holds two Full  
Memberships in the CBOT.                                                        

  Michael D. Walter has been a director since January 2000, and is a member of
the Audit Committee. Since October 1996, he has been Senior Vice President,     
Economic Strategies of ConAgra Foods, Inc. From February 1989 to September      
1996, Mr. Walter was President of ConAgra Specialty Grain Cos. ConAgra holds    
one Full Membership in the CBOT.                                                

 Ralph Weems has been a director since January 1990 and previously served as
a director from January 1985 to January 1988. He serves as the Chairman of our  
Audit Committee and as a member of the Independent Allocation Committee of the  
board of directors. Mr. Weems has owned and operated an independent farm since  
June 1955.                                                                      

Committees of the Board of Directors                                            

  It is currently expected that the board of directors of For-Profit CBOT will
have a nominating committee, an executive committee, an audit committee and a   
compensation committee. It is currently expected that the members of these      
committees will be elected by For-Profit CBOT's board of directors following    
the effectiveness of the restructuring transactions. Each of these committees   
is described in more detail below.                                              

Nominating Committee                                                          

  It is currently expected that the board of directors of For-Profit CBOT will
have a nominating committee consisting of four members who will be directors    
elected by the board to serve on such committee. We currently expect that the   
nominating committee will initially include the chairman of the board, one      
independent director and, if serving on the board, the chief executive officer. 
This committee will review the qualifications of potential candidates and will  
propose to the then-sitting board of directors for their review and approval    
nominees for vacant positions or positions expected to be vacant on the board   
of directors, including the eight positions expected to be filled in connection 
with the special election following completion of the restructuring             
transactions.                                                                   

Executive Committee                                                           

  It is currently expected that the board of directors of For-Profit CBOT will
have an executive committee consisting of three members who will be directors   
elected by the board to serve on such committee. We currently expect that the   
executive committee will initially include the chairman of the board, one other 
director and, if serving on the board, the chief executive officer. The         
Executive Committee will exercise the authority of the full board of directors  
when the board is not in session, except as required by the certificate of      
incorporation or bylaws of For-Profit CBOT or applicable law.                   

Audit Committee                                                               

  It is currently expected that the board of directors of For-Profit CBOT will
have an audit committee consisting of three members who will be directors       
elected by the board to serve on such committee. We                             

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currently expect that the audit committee will initially include the two        
independent directors. This committee will review the results and scope of the  
audit and other services provided by the independent auditors as well as the    
accounting and internal control procedures and policies of For-Profit CBOT.     

Compensation Committee                                                        

  It is currently expected that the board of directors of For-Profit CBOT will
have a compensation committee consisting of three members who will be directors 
elected by the board to serve on such committee. We currently expect that the   
compensation committee will initially include the two independent directors. It 
will oversee the compensation and benefits of For-Profit CBOT's management and  
employees.                                                                      

Other Committees                                                              

In addition to these committees, we currently intend to create or maintain
certain non-board advisory bodies and other non-board committees comprised of   
directors, officers and/or stockholders.                                        

Director Compensation                                                           

We currently expect that each independent director of For-Profit CBOT will
receive an annual fee of $40,000, plus a meeting attendance fee of $1,500 for   
each regular meeting of the board that they attend. We currently expect that    
the annual fee for independent directors may be paid in equal parts cash and    
shares of Class A common stock. The shares of Class A common stock may, at the  
election of such director, be paid on a deferred basis. All directors receive   
reimbursement of expenses for travel to meetings.                               

David P. Brennan, the chairman of the board of directors in 1999 and 2000,
received director's fees of $240,000 during 2000. Mr. Neubauer was elected by   
the members to serve as chairman of the board of directors in December 2000 and 
began to serve in such capacity in January 2001. It is currently expected that  
Mr. Neubauer will be paid $240,000 in director's fees for 2001.                 

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Executive Compensation                                                          

 The following table and the related notes set forth information relating to
the compensation paid to, accrued or earned by each of our named executive      
officers, consisting of our chief executive officers, each of the next four     
most highly compensated of our current executive officers and a former          
executive officer who, if currently serving, would be among the four most       
highly compensated executive officers, for services rendered during the year    
ended December 31, 2000.                                                        

                                                                [Download Table]

                                            Annual Compensation            
                                -------------------------------------------
    Name and Principal                             Other Annual            
    Position (1)                 Salary  Bonus  Compensation(2)(4)  Total  
    ------------------          -------- ------ ------------------ --------
                                                                           
Dennis A. Dutterer(3).........  $578,558 $  --       $   --        $578,558
 President and Chief Executive                                             
 Officer                                                                   

Carol A. Burke................   419,375    --        98,194        517,569
 Executive Vice President and                                              
 General Counsel                                                           

Patrick J. Catania............   419,375 20,000      124,544        563,919
 Executive Vice President,                                                 
 Business Development                                                      

Phillip F. Hannigan...........   264,369    --        73,302        337,672
 Senior Vice President, Real                                               
 Estate Operations                                                         

Glen M. Johnson...............   261,875  3,000       69,298        334,173
 Senior Vice President and                                                 
 Chief Financial Officer                                                   

--------                                                                        
(1) James P. Amaral served as Senior Vice President and Chief Information       
Officer through March 2001. If Mr. Amaral was currently serving as an   
executive officer of the CBOT, he would be among our four most highly   
 compensated executive officers. Mr. Amaral received $400,000 in Salary, a
$25,000 Bonus and $8,692 in Other Annual Compensation for a total annual
compensation of $433,692 during 2000.                                   
(2) Executives under contract are entitled to participate in all employee       
  benefit plans and to receive all other fringe benefits as are from time to
time made available to the senior management of the CBOT, which includes
the CBOT contribution to a qualified 401(k) savings plan and the CBOT   
contribution to a non-qualified plan.                                   
(3) Thomas R. Donovan was President and Chief Executive Officer through April   
  2000. Mr. Donovan received $479,200 in Salary and $596,421 in Other Annual
   Compensation during 2000. Upon his departure, Mr. Donovan was paid $958,400
   in partial settlement of his contract and $818,326 for accrued vacation and
sick days. Dennis A. Dutterer, who was appointed Interim President and  
   Chief Executive Officer in April 2000, resigned in December 2000, effective
   as of January 15, 2001. Pursuant to a letter agreement between the CBOT and
  the Board of Trade Clearing Corporation, Mr. Dutterer's salary was paid by
   the Board of Trade Clearing Corporation but CBOT was obligated to reimburse
the Board of Trade Clearing Corporation for such amounts, including any 
applicable employment taxes. See "--Employee-Related Agreements."       
(4) The following table shows the amount of each category of "Other Annual      
Compensation" paid with respect to each of the named individuals:       

                                                                [Download Table]

                          401(k)                                            
                         Matching     Pension    Supplemental               
 Name                  Contribution Contribution     Plan     Other   Total 
 ----                  ------------ ------------ ------------ ------ -------
                                                                            
Mr. Dutterer..........       --         --             --        --      -- 

Ms. Burke.............   $32,528        --         $59,983    $5,683 $98,194

Mr. Catania...........    30,208        --          80,683    13,653 124,544

Mr. Hannigan..........     3,336        --          64,990     4,976  73,302

Mr. Johnson...........    12,701        --          46,566    10,031  69,298

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Employee Benefit Plans                                                          

Stock Plan                                                                    

We are currently reviewing, and expect to adopt a stock plan under which  
stock-based awards may be made to employees and directors of For-Profit CBOT    
and its subsidiaries, including eCBOT. In order to incentivize management, it   
is currently expected that For-Profit CBOT will have a long-term equity         
incentive plan which will enable For-Profit CBOT to grant to such individuals   
stock options, stock appreciation rights, restricted stock, performance awards  
and other similar awards. The purpose of the plan will be to enable For-Profit  
CBOT to attract and retain highly qualified employees, officers and directors.  
We currently expect that the number of shares to be authorized for issuance     
under such plan will be consistent with plans adopted by comparable public      
companies.                                                                      

401(k) and Thrift Plan                                                        

  For-Profit CBOT will maintain the 401(k)-type plan currently sponsored by us
and currently known as the "Employee Savings Plan." This is a defined           
contribution retirement plan intended to qualify under Section 401 of the       
Internal Revenue Code. Employees of For-Profit CBOT will be eligible to         
participate in this plan after completing 1,000 hours of work on the first day  
of the month following one year of employment.                                  

The following table describes the elective employee and matching employer 
contributions as defined under this plan, and the vesting of employer           
contributions:                                                                  

                                                                [Download Table]

Employee Contributions*                 Employer Contributions          
-----------------------                 ----------------------          
                                                                        
Basic Pre-Tax 1-4%..........  100% Match up to 4%                       
Voluntary Pre-Tax 5-10%.....  None                                      
Voluntary After-Tax 1-10%...  None                                      
Vesting.....................  20% after working 1,000 hours in the first
                              year of employment and 20% for each       
                              calendar year after working 1,000 hours   
                              thereafter. Participants become fully     
                              vested after completing five years of     
                              vesting service.                          

--------                                                                        
*  Subject to limits (Employee Contributions restricted to a combined limit of  
17%) and other statutory annual limits.                                   

Pension Plan                                                                  

For-Profit CBOT will also maintain a non-contributory defined benefit     
pension plan that provides a predetermined amount of retirement income to       
eligible participants and their beneficiaries. To participate in this plan, an  
employee must complete one year of employment and be 21 years of age. The       
policy will be to fund currently required pension costs to the extent allowed   
for a tax deduction by the IRS. Participants become fully vested in the plan    
after five years of vesting service, i.e., one year of vesting service is       
obtained by completing 1,000 hours of work in a calendar year after age 18.     

Health Plan                                                                   

For-Profit CBOT will maintain the health plan currently sponsored by us   
which provides multiple medical and dental coverage options covering qualified  
participants and their eligible dependents. New employees are eligible to       
participate in the plan if working on a full-time basis after 30 days of        
consecutive active service. Plan funding is accomplished through a combination  
of fully insured and self-funded arrangements. Employees contribute specified   
amounts to the plan, depending on the medical or dental option elected and the  
number of dependents covered. The administration of claims is performed by      
insurance carriers and paid claims administrators.                              

Insurance Benefit Plan                                                        

For-Profit CBOT will maintain our non-contributory welfare plan providing 
life, disability and accidental death and dismemberment benefits to eligible    
participants. New employees are eligible to participate in the plan if working  
on a full-time basis after 31 days of consecutive active service. The plan pays 
certain insurance carriers premiums through which designated benefits are paid. 

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Non-Qualified Plans                                                           

For-Profit CBOT will maintain our non-qualified plans that are not subject
to the Employee Retirement Income Security Act of 1974. Employees whose         
compensation limits their benefits under Section 415 of the Internal Revenue    
Code are compensated at year end for any benefit shortfall based on current     
actuarial assumptions that mirror the defined benefit or defined contribution   
plans.                                                                          

 For-Profit CBOT also will maintain a nonqualified supplemental pension plan
for certain former employees. The liability for this nonqualified plan is       
funded by life insurance on the lives of the participating employees. For-      
Profit CBOT will succeed to the trust established by us for the purpose of      
administering the nonqualified plan.                                            

Employment-Related Agreements                                                   

Donovan Agreement                                                             

We entered into an agreement with Thomas R. Donovan dated as of April 14, 
2000, relating to the termination of Mr. Donovan's position as our President    
and Chief Executive Officer. The agreement terminated Mr. Donovan's employment  
agreement dated May 18, 1999, and provided that Mr. Donovan would render        
limited consulting services to us and would receive reimbursement of out-of-    
pocket expenses related to those services. The agreement also sets forth non-   
competition terms and severance benefits. Pursuant to the Agreement, Mr.        
Donovan is entitled to:                                                         

. a lump sum payment of about $1.4 million, paid on May 1, 2000, and        
additional payments of equal amount, payable on January 1 of each year  
from 2001 through 2003;                                                 

. a lump sum payment for 120 unused sick days, equal to about $479,200,     
paid on May 1, 2000;                                                    

. provision of certain medical and insurance benefits through December 31,  
2003, or until Mr. Donovan's earlier death;                             

. annual payments through December 31, 2003 to equal the amount we would    
have paid to our pension plan, as determined by an actuary, on Mr.      
Donovan's behalf during such time pursuant to the plan contribution     
formula; and                                                            

. provision of medical and dental coverage after the term of the agreement  
as contemplated in Mr. Donovan's prior employment contract.             

Dutterer Agreement                                                            

On April 18, 2000, Mr. Dutterer entered into a letter agreement with the  
CBOT and the CBOT entered into a letter agreement with the Board of Trade       
Clearing Corporation, which agreements provided for Mr. Dutterer's employment   
as Interim President and Chief Executive Officer of the CBOT and his retention  
of his position as President and Chief Executive Officer of the Board of Trade  
Clearing Corporation under the terms of his existing employment agreement with  
the Board of Trade Clearing Corporation, as amended. Pursuant to the            
agreements, Mr. Dutterer was entitled to receive a base salary of $825,000 per  
year for his services to the CBOT and any discretionary bonus determined by our 
board of directors. His employment with the CBOT was "at will" and the CBOT is  
not responsible for any severance obligations. Under the agreements, the CBOT   
agreed to reimburse the Board of Trade Clearing Corporation for its payment of: 

. Mr. Dutterer's base salary;                                               

. applicable employment taxes; and                                          

. the amount of any discretionary bonus awarded to Mr. Dutterer by the CBOT 
board of directors, with such reimbursement for employment taxes and    
bonus being grossed-up for any additional taxes resulting from the      
reimbursement.                                                          

All other expenses relating to the employment of Mr. Dutterer are the           
responsibility of the Board of Trade Clearing Corporation.                      

  Pursuant to his agreement with the CBOT, Mr. Dutterer agreed to abstain from
taking part in discussions and decisions that involve a potential conflict of   
interest between the CBOT and the Board of Trade Clearing                       

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Corporation. The agreement also contained certain confidentiality provisions    
and the CBOT's agreement to indemnify Mr. Dutterer and to provide liability     
insurance to the extent provided to the CBOT's other officers. Effective in     
January 2001, Mr. Dutterer resigned from his position as Interim President and  
Chief Executive Officer of the CBOT and returned to his position as President   
and Chief Executive Officer of the Board of Trade Clearing Corporation on a     
full-time basis.                                                                

Vitale Agreement                                                              

 On February 20, 2001, we entered into an employment agreement with David J.
Vitale, our President and Chief Executive Officer, which has a term of four     
years unless terminated earlier by the CBOT or the Executive or as a result of  
Mr. Vitale's death or permanent disability. Under the agreement, Mr. Vitale is  
entitled to a base salary of $1,250,000 per year in addition to a performance   
bonus, which for fiscal year 2001 may not be less than $750,000. He is entitled 
to participate in all of our employee benefit plans that are generally          
available to senior management. In addition, in the event that Mr. Vitale's     
term of employment terminates prior to achieving vested status under such       
employee benefit plans, he will be entitled to an additional benefit under a    
non-qualified deferred compensation plan in an amount equal to the amount of    
non-vested benefits accrued under such employee benefit plans. He is also       
entitled to have certain perquisites paid for or reimbursed by the CBOT,        
including club memberships, automobile allowance and financial planning and     
other professional expenses not to exceed $25,000.                              

In addition, Mr. Vitale received an incentive award, consisting of equity 
appreciation rights, which will entitle him to receive the benefit of any       
appreciation in the value of the CBOT's memberships and/or common stock. The    
equity appreciation rights, which have been granted in the form of appreciation 
units, give Mr. Vitale the right to receive the excess of the fair market value 
of the covered equity with respect to an appreciation unit on the date such     
appreciation unit is exercised over the grant value of such appreciation unit.  

The following table summarizes the type, number, grant value and covered  
equity with respect to each appreciation unit granted to Mr. Vitale:            

                                                        [Enlarge/Download Table]

          EQUITY APPRECIATION RIGHTS                                   COVERED EQUITY                         
---------------------------------------------- ---------------------------------------------------------------
                          Number of    Grant                                                  Class B Common  
        Class of         Appreciation  Value   Membership Equivalent  Class A Common Stock   Stock Equivalent 
   Appreciation Unit        Units     Per Unit        Per Unit         Equivalent Per Unit       Per Unit     
------------------------ ------------ -------- ---------------------- --------------------- ------------------
                                                                                                              
A-1A....................      25      $400,000   1 Full Membership    A-1 Conversion Shares 1 Share Series B-1
A-1B....................      10      $600,000   1 Full Membership    A-1 Conversion Shares 1 Share Series B-1
A-2.....................      10       $80,000 1 Associate Membership A-2 Conversion Shares 1 Share Series B-2
A-4.....................       5       $10,000   1 IDEM Membership    A-4 Conversion Shares 1 Share Series B-4
A-5.....................       5       $20,000    1 COM Membership    A-5 Conversion Shares 1 Share Series B-5

The number of shares of Class A common stock covered by an appreciation   
right is dependent upon the number of shares of Class A common stock issued     
with respect to the membership equivalent for such appreciation unit following  
completion of the restructuring transactions. The appreciation rights will      
generally vest in accordance with the schedule set forth in the following       
table:                                                                          

                                                        [Enlarge/Download Table]

                                     Number of Applicable Appreciation Units Vested             
Class of Appreciation    -----------------------------------------------------------------------
Unit                     February 20, 2002 February 20, 2003 February 20, 2004 February 20, 2005
---------------------    ----------------- ----------------- ----------------- -----------------
                                                                                                
A-1A....................     10 Units           5 Units           5 Units           5 Units     
A-1B....................      4 Units           2 Units           2 Units           2 Units     
A-2.....................      4 Units           2 Units           2 Units           2 Units     
A-4.....................      2 Units            1 Unit            1 Unit            1 Unit     
A-5.....................      2 Units            1 Unit            1 Unit            1 Unit     

In the event that Mr. Vitale's term of employment is terminated because of
death, he would be entitled to receive his base salary through the end of the   
sixth calendar month following the calendar month during which his employment   
is terminated and any portion of the incentive award that is not vested would   
immediately vest. In the event that Mr. Vitale's term of employment is          
terminated because of permanent disability, he would be entitled to receive his 
base salary through the earlier of the expiration of his employment agreement   
and the first year of such permanent disability, and would be entitled to       
receive one-half his base salary during the                                     

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remaining term of the employment agreement, if any. In addition, upon permanent 
disability, any portion of the incentive award that is not vested would         
immediately vest. If Mr. Vitale is terminated by the CBOT for cause, terminates 
employment without good reason or the employment agreement reaches the end of   
its term, he would be entitled to his base salary through his last day of       
employment and any portion of the incentive award that has not been exercised   
would be forfeited. In the event that the CBOT terminates Mr. Vitale without    
cause or Mr. Vitale terminates with good reason, Mr. Vitale would be entitled   
to his base salary through the expiration of his employment agreement and any   
portion of the incentive award that is not vested would immediately vest;       
provided that any unexercised incentive awards shall be forfeited four years    
following the date of termination. In addition, Mr. Vitale would be entitled to 
payment of his performance bonus of $750,000 in the event that the date of      
termination without cause or for good reason occurs prior to payment of         
performance bonuses for fiscal year 2001.                                       

  In the event that the restructuring transactions are not completed within 12
months of the date of the employment agreement, which term may be extended by   
Mr. Vitale for six months, thereafter, Mr. Vitale may terminate the employment  
agreement in the thirty day period immediately following the end of such term.  
Under such circumstances, he would be entitled to receive his base salary       
through the earlier of the expiration of his employment agreement and the end   
of the second full fiscal year following the fiscal year of his election to     
terminate employment and any portion of the incentive award that is not         
exercised would be forfeited. In the event of a change of control, Mr. Vitale   
or the CBOT may terminate Mr. Vitale's employment, and Mr. Vitale would be      
entitled to receive his base salary through the earlier of the expiration of    
his employment agreement and the end of the second full fiscal year following   
the fiscal year such change of control occurs and all outstanding incentive     
awards would become vested immediately prior to the transaction giving rise to  
the change of control.                                                          

Mr. Vitale is also subject to certain non-competition and non-solicitation
provisions during the employment term and, in the event his employment          
agreement is terminated prior to expiration, for one year following the date of 
termination.                                                                    

Other Agreements                                                              

We also have Executive Employment Agreements with Carol A. Burke, our     
Executive Vice President and General Counsel, and Patrick J. Catania, our       
Executive Vice President, Market and Product Development. The term of each      
agreement began May 18, 1999 and runs until May 18, 2002 or the earlier death,  
total and permanent disability or termination of the executive. The employment  
period under each agreement will be extended for one calendar month for each    
calendar month after May 2001 that Ms. Burke and Mr. Catania serve under their  
respective agreements. The CBOT, Ms. Burke and Mr. Catania each have the right  
to provide notice to the other party to their respective agreements of their    
intent to cease extending such agreement and, upon such notice, the term of     
such agreement shall terminate 12 calendar months following the furnishing of   
notice of such intent. Each agreement provides for a base salary of $500,000    
and annual increases as determined by our board of directors in its sole        
discretion. Each agreement provides that the executive is entitled to           
participate in all of our employee benefit plans that are generally available   
to senior management, including post-employment medical and dental benefits.    

In the event of Ms. Burke's or Mr. Catania's disability, the affected     
executive would receive his or her base compensation for the first year during  
which the executive is under the disability. After the first year, the affected 
executive would receive one-half of his or her base pay during the remainder of 
the disability, but not beyond the end of the employment term. This disability  
pay would be reduced to the extent the affected executive receives payments     
from other sources such as insurance as a result of the disability. We may      
terminate the affected executive if the disability is total and permanent, in   
which case such executive would be entitled to his or her base compensation     
through the end of the employment term.                                         

 Pursuant to the agreements, Ms. Burke and Mr. Catania each agree to certain
non-competition provisions during the employment term and for one year after    
thereafter.                                                                     

We have entered into a letter agreement with James P. Amaral, our former  
Senior Vice President and Chief Information Officer, pursuant to which we       
agreed to pay Mr. Amaral severance in the amount of $215,384.01 in semi-monthly 
payments in exchange for a release from claims related to his employment with   
the CBOT.                                                                       

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Beneficial Ownership of Management and Directors                                

The following table lists the shares of capital stock of For-Profit CBOT  
that will be beneficially owned following the restructuring transactions by     
each of the directors, each of the executive officers named in the summary      
compensation table included under "--Executive Compensation" and For-Profit     
CBOT's directors and executive officers as a group. This information is based   
on the beneficial ownership by those persons of CBOT memberships and Ceres      
limited partnership interests as of March 16, 2001. There was no person known   
to For-Profit CBOT to be the beneficial owner of more than five percent of the  
membership interests of CBOT as of March 16, 2001. None of the persons listed   
in the table below will beneficially own one percent or more of any of the      
shares of Class A common stock, Class B common stock, Series A convertible      
preferred stock or will beneficially own one percent or more of the total       
equity of For-Profit CBOT.                                                      

                                                                [Download Table]

                                  Number of                          Number of  
                                  Shares of                          Shares of  
                                   Class A                            Series A  
Name of Beneficial                 Common     Number of Shares of   Convertible 
Owner                               Stock    Class B Common Stock   Preferred(1)
------------------                --------- ----------------------- ------------
                                                                                
Dennis A. Dutterer..............       --                       --          --  
Thomas R. Donovan...............       --                       --          --  
Nickolas J. Neubauer............    50,000   2 shares of Series B-1    265.0614 
David P. Brennan................    25,000    1 share of Series B-1    132.5307 
David J. Vitale.................       --                       --          --  
Carol A. Burke..................       --                       --          --  
Patrick J. Catania..............       --                       --          --  
James P. Amaral.................       --                       --          --  
Philip P. Hannigan..............       --                       --          --  
Glen M. Johnson.................       --                       --          --  
Charles P. Carey................    25,000    1 share of Series B-1    132.5307 
Raymond Cahnman(2)..............   127,900   3 shares of Series B-1    648.5359 
                                             6 shares of Series B-2             
                                             8 shares of Series B-3             
                                             5 shares of Series B-4             
                                             4 shares of Series B-5             
James E. Cashman................    25,000    1 share of Series B-1    132.5307 
Mark E. Cermak..................    25,000    1 share of Series B-1    132.5307 
Robert F. Corvino...............    25,000    1 share of Series B-1    132.5307 
James F. Curley.................    25,000    1 share of Series B-1    132.5307 
Andrew J. Filipowski............       --                       --          --  
Douglas M. Kurzydlo.............    25,000    1 share of Series B-1    132.5307 
Veda Kaufman Levin..............    25,000    1 share of Series B-1    132.5307 
James P. McMillin...............     5,000    1 share of Series B-2     21.3460 
Joseph Niciforo.................    30,000    1 share of Series B-1    153.8767 
                                              1 share of Series B-2             
James R. Thompson...............       --                       --          --  
J. Andrew Wallace(3)............    55,000   2 shares of Series B-1    286.4074 
                                              1 share of Series B-2             
Michael D. Walter(4)............    25,000    1 share of Series B-1    132.5307 
Ralph H. Weems..................       --                       --          --  
Directors and Executive Officers                                                
 as a group                                                                     
 (24 persons)(5)................   492,900  17 shares of Series B-1  2,568.0037 
                                             9 shares of Series B-2             
                                             8 shares of Series B-3             
                                             5 shares of Series B-4             
                                             4 shares of Series B-5             

--------                                                                        
(1) Because the number of shares of Series A convertible preferred stock to be  
 distributed to each limited partner of Ceres pursuant to the Ceres merger
will be determined based on the value of Ceres as of the time of the    

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  completion of the restructuring transactions, the number of such shares of
 Series A convertible preferred stock that will actually be issued to each
limited partner of Ceres is not known at this time. For purposes of     
  illustration only, the numbers of shares of Series A convertible preferred
  stock that would be allocated to such persons pursuant to the Ceres merger
allocation formula are included in the above table using a valuation of 
    Ceres as of December 31, 2000. For more information on the Ceres merger, see
   "The Restructuring Transactions--Opinion of Arthur Andersen to the Board of
    Directors Regarding the Fairness of the Ceres Merger" and "--Ceres Valuation
Analysis of Arthur Andersen."                                           
(2) Includes 10,700 shares of Class A common stock and two Series B-2 and two   
 Series B-5 shares of Class B common stock owned by TransMarket Group LLC,
  which Mr. Cahnman may be deemed to beneficially own. Mr. Cahnman disclaims
such beneficial ownership.                                              
(3) Includes 50,000 shares of Class A common stock and two Series B-1 shares of 
   Class B common stock owned by R. J. O'Brien & Associates, which Mr. Wallace
may be deemed to beneficially own. Mr. Wallace disclaims such beneficial
ownership.                                                              
(4) Includes 25,000 shares of Class A common stock and one Series B-1 share of  
Class B common stock owned by ConAgra Specialty Grain Cos., which Mr.   
Walter may be deemed to beneficially own. Mr. Walter disclaims such     
beneficial ownership.                                                   
(5) Includes 89,100 shares of Class A common stock and three Series B-1 shares, 
  one Series B-2 share, three Series B-3 shares, three Series B-4 shares and
two Series B-5 shares of Class B common stock, which the directors and  
executive officers may be deemed to beneficially own.                   

Our directors and officers hold memberships entitling them to cast an     
aggregate of 18 1/2 votes on the proposal, representing about 1.2% of the total 
votes that may be cast.                                                         

Until January 1, 2001, our board of directors was composed of twenty-seven
members, at which time the terms of nine directorships expired and ceased to    
exist pursuant to our certificate of incorporation and bylaws. Some of these    
directors may have held Full, Associate, GIM, IDEM or COM Memberships.          

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DESCRIPTION OF CAPITAL STOCK

 We describe generally below the material terms of the capital stock of For-
Profit CBOT. However, this description is not complete. For a complete          
description of the terms of our capital stock, we refer you to the forms of     
For-Profit CBOT's amended and restated certificate of incorporation and For-    
Profit CBOT's amended and restated bylaws, which are attached as Appendices D   
and E, respectively, to this document. We also refer you to For-Profit CBOT's   
certificate of designation relating to the Series A convertible preferred       
stock, the form of which has been filed with the SEC as an exhibit to the       
registration statement of which this document forms a part. We urge you to read 
those documents carefully before voting on the restructuring transactions.      

For more information about our capital stock and how your rights and      
obligations as stockholders will differ from your current rights and            
obligations as members, see "Comparison of the Rights of Members of the CBOT    
and Stockholders of For-Profit CBOT."                                           

General                                                                         

  Under its certificate of incorporation, the authorized capital stock of For-
Profit CBOT will consist of:                                                    

. 100,000,000 shares of common stock, $0.001 par value per share, of which  
99,996,277 shares will be designated as Class A common stock and 3,723  
shares will be designated Class B common stock; and                     

. 10,000,000 shares of preferred stock, $0.001 par value per share.         

Immediately following the completion of the restructuring transactions,         
39,802,650 shares of Class A common stock, 1,402 Series B-1 shares of Class B   
common stock, 782 Series B-2 shares of Class B common stock, 170 Series B-3     
shares of Class B common stock, 642 Series B-4 shares of Class B common stock   
and 643 Series B-5 shares of Class B common stock will be outstanding.          

 As described above under "The Restructuring Transactions--Reorganization of
Our Electronic Trading Business," shares of Series A convertible preferred      
stock will be issued to the limited partners of Ceres in exchange for their     
Ceres limited partnership interests pursuant to the Ceres merger. It is not     
possible at this time to determine the exact number of shares of Series A       
convertible preferred stock which will be outstanding immediately after the     
completion of the restructuring transactions. However, based on the valuation   
of Ceres as of December 31, 2000, 264,600 shares of Series A convertible        
preferred stock would be outstanding immediately following completion of the    
restructuring transactions. In addition, we currently expect that dividends on  
the Series A convertible preferred stock will be paid for the foreseeable       
future in the form of additional shares of Series A convertible preferred       
stock. Accordingly, additional shares of Series A convertible preferred stock   
will be issuable over time.                                                     

The shares of Class A common stock, Class B common stock and Series A     
convertible preferred stock issued in connection with the restructuring         
transactions will be validly issued, fully paid and non-assessable.             

Description of Common Stock                                                     

Overview                                                                      

For-Profit CBOT will have a dual-class common stock capital structure,    
consisting of the following two classes of common stock:                        

. Class A common stock; and                                                 

. Class B common stock.                                                     

The Class A common stock of For-Profit CBOT will represent an equity interest   
in For-Profit CBOT. The Class B common stock of For-Profit CBOT will represent  
an equity interest in For-Profit CBOT, but will also represent a membership in  
For-Profit CBOT, including all trading rights and privileges associated         
therewith if the holder satisfies applicable membership and eligibility         
requirements. The Class B common stock of For-Profit CBOT will be issued in     
five series, as described below:                                                

. Series B-1, which will, subject to satisfaction of applicable membership  
and eligibility requirements, represent a membership with all trading   
rights and privileges currently associated with a Full Membership in the
CBOT;                                                                   

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. Series B-2, which will, subject to satisfaction of applicable membership  
and eligibility requirements, represent a membership with all trading   
rights and privileges currently associated with an Associate Membership 
in the CBOT;                                                            

. Series B-3, which will, subject to satisfaction of applicable membership  
and eligibility requirements, represent a membership with all trading   
rights and privileges currently associated with a GIM Membership in the 
CBOT;                                                                   

. Series B-4, which will, subject to satisfaction of applicable membership  
and eligibility requirements, represent a membership with all trading   
 rights and privileges currently associated with an IDEM Membership in the
CBOT; and                                                               

. Series B-5, which will, subject to satisfaction of applicable membership  
and eligibility requirements, represent a membership with all trading   
rights and privileges currently associated with a COM Membership in the 
CBOT.                                                                   

Dividend Rights                                                               

  Subject to the limitations under Delaware law and priorities and preferences
that may apply to any outstanding shares of preferred stock, including the      
Series A convertible preferred stock, holders of common stock will be entitled  
to receive such dividends or other distributions as may be declared by For-     
Profit CBOT's board of directors out of funds legally available therefor.       

  Subject to applicable law, the board of directors of For-Profit CBOT will be
able to determine, in its sole and absolute discretion, the time of             
declarations and payments, and the amounts, of dividends, if any, on For-Profit 
CBOT common stock. Class A common stock and Class B common stock will           
participate ratably in any dividend declared by the board of directors. This    
means that holders of Class A common stock and holders of Class B common stock  
will share equally in all dividends, based on the number of shares held.        

 We do not currently anticipate that For-Profit CBOT will pay cash dividends
on its common stock in the foreseeable future.                                  

Voting                                                                        

Class A Common Stock. Unless otherwise required by the certificate of     
incorporation of For-Profit CBOT, the terms of any preferred stock or           
applicable law, with the exception of certain matters reserved to the holders   
of Series B-1 and Series B-2 shares of Class B common stock as described below  
under "--Description of Additional Provisions of Class B Common Stock--Voting   
on Core Rights," holders of Class A common stock will be entitled to one vote   
per share with respect to all matters upon which the stockholders of For-Profit 
CBOT are entitled to vote generally, including the election of directors,       
amendments to the certificate of incorporation, mergers, sales of all or        
substantially all of the corporate assets or property or a dissolution. Except  
as may be provided in connection with any preferred stock, including the Series 
A convertible preferred stock, in a certificate of designation filed pursuant   
to Delaware law, or as may otherwise be required by Delaware law or the         
certificate of incorporation of For-Profit CBOT, the Class A common stock will  
be the only capital stock of For-Profit CBOT entitled to vote generally in the  
election of directors and on all other matters presented to the stockholders of 
For-Profit CBOT. Except as may otherwise be required by Delaware law, holders   
of Series B-1 and B-2 shares of Class B common stock will have the right to     
approve changes that would adversely affect certain specified core rights       
associated with the trading rights and privileges of the Class B common stock.  
For more information, see "--Description of Additional Provisions of Class B    
Common Stock--Voting on Core Rights." The Class A common stock will not have    
cumulative voting rights.                                                       

Class B Common Stock. With the exception of the matters reserved to the   
holders of Class B common stock as described below under "--Description of      
Additional Provisions of Class B Common Stock--Voting on Core Rights," and as   
may otherwise be required by Delaware law, holders of Class B common stock will 
have no voting rights. The holders of Series B-1 and B-2 shares of Class B      
common stock will have the right                                                

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to approve certain changes to our certificate of incorporation, bylaws and      
rules and regulations relating to the core rights of Class B common             
stockholders as described below under "--Description of Additional Provisions   
of Class B Common Stock--Voting on Core Rights." In voting on these matters and 
any amendment to the certificate of incorporation required by Delaware law to   
be submitted to a class vote, holders of Series B-1 shares of Class B common    
stock will be entitled to one vote per share and holders of Series B-2 shares   
of Class B common stock will be entitled to one-sixth of one vote per share.    
These voting powers are designed to replicate the current voting powers of Full 
Members and Associate Members. As described below under "--Special Class and    
Series Voting Rights," in the event that a class vote of the Class B common     
stockholders is required by Delaware law in connection with an amendment to our 
certificate of incorporation, the holders of Series B-3, Series B-4 and Series  
B-5 shares of Class B common stock will each be entitled to one-tenth of one    
vote per share in any such class vote. These voting powers reflect the fact     
that GIMs, IDEMs and COMs currently do not have voting rights with respect to   
any matters.                                                                    

Special Class and Series Voting Rights. Under Delaware law, the holders of
the outstanding shares of each class of For-Profit CBOT common stock will be    
entitled to vote as a class upon any proposed amendment to the certificate of   
incorporation which would:                                                      

.  increase or decrease the aggregate number of authorized shares of such   
class;                                                                

.  increase or decrease the par value of the shares of such class; or       

.  alter or change the powers, preferences or special rights of the shares  
of such class so as to affect them adversely.                         

In the event that a class vote of the Class B common stock is required by 
Delaware law in connection with any such amendment of our certificate of        
incorporation, holders of Class B common stock will be entitled to the per      
share voting power illustrated below:                                           

                                                                [Download Table]

  Series of                           Per Share  
Class B Stock                        Voting Power
-------------                        ------------
                                                 
     B-1                                 1       
     B-2                                 1/6     
     B-3                                 1/10    
     B-4                                 1/10    
     B-5                                 1/10    

In addition, if any proposed amendment to the certificate of incorporation      
would alter or change the powers, preferences or special rights of one or more  
series of any class, including each series of the Class B common stock, so as   
to affect them adversely, but not so affect the entire class, then only the     
shares of the series so affected by the proposed amendment will be considered a 
separate class for purposes of these special class voting rights. In the event  
that a series vote of one or more series of the Class B common stock is         
required by Delaware law in connection with any such amendment of our           
certificate of incorporation, holders of the shares of any such series will be  
entitled to one vote per share on such matters.                                 

 The special class and series voting rights will result from the application
of certain provisions of Delaware law which relate to for-profit, stock         
corporations. This result is inconsistent with the result that would likely be  
obtained under our current certificate of incorporation, bylaws and rules and   
regulations, which provide that only Full Members and Associate Members are     
entitled to vote, based on their respective per share voting power, including   
with respect to such amendments to our certificate of incorporation. The        
certificate of incorporation of For-Profit CBOT will include unique provisions  
that are intended to protect certain core rights associated with the trading    
rights and privileges of Class B common stockholders. These provisions reflect  
the unique circumstances of the CBOT and are not customary in other corporate   
charters. Due to the unique nature of these provisions, there is little         
guidance under applicable law as to how they would be applied in specific       
factual contexts. Among other things, it may be difficult to assess the impact  
of possible changes to these provisions on individual classes or series of      
stock. As a result, there may be uncertainty under certain circumstances as to  
whether any special class or series votes would be required in order to approve 
an amendment of the certificate of incorporation of For-Profit CBOT to amend,   
modify or repeal such provisions.                                               

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Board of Directors. The certificate of incorporation and bylaws of For-   
Profit CBOT will provide that the current board of directors will continue to   
serve as directors until such time as the board of directors calls for a        
special election, which we expect will occur as soon as reasonably practicable  
following completion of the restructuring transactions. At that time, the size  
of the board of directors will be reduced to nine members. The Class A common   
stockholders will elect eight members of the new nine-member board of           
directors, which will be composed of:                                           

. two independent directors who meet the "independence" requirements of     
For-Profit CBOT;                                                        

. five directors who are holders of Class B common stock and who meet the   
membership and eligibility requirements of For-Profit CBOT;             

. one at-large director; and                                                

. the chairman of the board of directors.                                   

Neither the at-large director nor the chairman will be subject to any           
qualifications. However, from and after the special election of directors to be 
held following completion of the restructuring transactions and until the       
second annual meeting of stockholders thereafter, which we currently expect to  
be held in the second or third quarter of 2003, the position of the chairman    
will be held by the person who held the office of chairman of the board of      
directors immediately prior to such election, and such person will not be       
elected by the stockholders but rather will hold the position of the chairman   
by virtue of his holding of the office of chairman of the board of directors.   
This provision is intended to ensure that the current chairman of the board     
will serve as the chairman for a period of time at least equal to the term for  
which he was elected in order to provide for a smooth transition of the         
corporation through the restructuring process. All of the other directors will  
be elected by the stockholders, as will the chairman, commencing with the       
second annual meeting of stockholders following completion of the restructuring 
transactions.                                                                   

In addition, the board of directors will be classified or staggered with  
respect to terms of office. This means that the board will be divided into      
three classes of directors, with the term of each class of directors expiring   
in successive years over a three-year period. Initially, the three classes of   
directors will consist of:                                                      

. one independent director and two Class B directors, each to serve a one-  
year term;                                                              

. one independent director, one Class B director and the chairman, each to  
serve a two-year term; and                                              

. the at-large director and two Class B directors, each to serve a three-   
year term.                                                              

At each annual election following the special election, each class of directors 
whose term has expired will stand for election for a new three-year term. We    
currently expect that the first annual election following the special election  
to be held after completion of the restructuring transactions will occur in the 
second or third quarter of 2002.                                                

Conversion Rights of Series B-3 Shares. Two Series B-3 shares of Class B  
common stock will be convertible at the option of their holder, at any time,    
into one Series B-2 share of Class B common stock. No fractional Series B-2     
shares of Class B common stock will be issued upon any such conversion of       
Series B-3 shares of Class B common stock. This convertibility feature is       
designed to facilitate our current plan to phase out GIM memberships and, after 
completion of the restructuring transactions, Series B-3 shares of Class B      
common stock. Upon conversion of such Series B-3 shares, they will be retired   
and will not be reissued.                                                       

No Conversion, Preemptive or Subscription Rights                              

  Except as otherwise described above under "--Conversion Rights of Series B-3
Shares," holders of Class A common stock and Class B common stock will have no  
conversion, preemptive or subscription rights.                                  

Liquidation Rights                                                            

 Upon any liquidation, dissolution or winding up of For-Profit CBOT, whether
voluntary or involuntary, holders of Class A common stock and Class B common    
stock of For-Profit CBOT will be entitled to receive                            

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pro rata such assets as are available for distribution to stockholders after    
there shall have been paid or set apart for payment the full amounts necessary  
to satisfy any preferential or participating rights to which holders of each    
outstanding series of preferred stock, including the Series A convertible       
preferred stock, are entitled by the terms of such series. In other words, each 
share of Class A common stock and Class B common stock shall have equal         
liquidation rights.                                                             

Description of Additional Provisions of Class B Common Stock                  

The Class B common stock will be divided into five series, as follows:    

                                                                [Download Table]

                             Trading Rights        Number of Votes      
Series    Number of Shares   and Privileges   Per Share on "Core Rights"
------    ----------------   --------------   --------------------------
                                                                        
 B-1           1,402              Full                    1             
 B-2             782           Associate                 1/6            
 B-3             170              GIM                    --             
 B-4             642              IDEM                   --             
 B-5             643              COM                    --             

The Class B common stock will, subject to satisfaction of applicable      
membership and eligibility requirements, represent a membership, including all  
trading rights and privileges appurtenant to that membership, in For-Profit     
CBOT. As a result, a holder of a share of Class B common stock who meets For-   
Profit CBOT's membership and eligibility requirements will be a "member of a    
contract market" within the meaning of the Commodity Exchange Act. Under the    
Commodity Exchange Act, the term "member of a contract market" means an         
individual, association, partnership, corporation, or trust owning or holding   
membership in, or admitted to membership representation on, a contract market   
or having trading privileges thereon. Such holders of shares of Class B common  
stock will be members of For-Profit CBOT for purposes of For-Profit CBOT's      
rules and regulations, including those relating to exchange floor operations    
and procedures, futures commission merchants, disciplinary proceedings and      
arbitration of member controversies.                                            

  Trading Rights and Privileges. Each series of Class B common stock will have
certain trading rights and privileges that correspond to trading rights and     
privileges of the five current classes of CBOT members as set forth above. For- 
Profit CBOT's certificate of incorporation, bylaws and rules and regulations    
will provide as follows:                                                        

. Trading Rights and Privileges. Each holder of a share of Class B common   
stock who meets For-Profit CBOT's membership and eligibility criteria   
will be entitled to all trading rights and privileges appurtenant to    
those shares, which would result in the holder being a "member of a     
contract market" within the meaning of the Commodity Exchange Act and a 
member of For-Profit CBOT for purposes of For-Profit CBOT's rules and   
regulations. The trading rights and privileges associated with each     
series of Class B common stock will generally correspond to one of our  
five current classes of members and will have the rights and privileges 
of the applicable class of membership.                                  

While we believe that the holders of Series B-1 shares of Class B common
stock will retain the exercise right with respect to the Chicago Board  
Options Exchange after the restructuring transactions, the Chicago Board
 Options Exchange has challenged this position and, accordingly, we cannot
provide any assurances in this regard. For more information relating to 
litigation and other matters concerning this exercise right, see "Risk  
Factors--Risks Relating to the Restructuring Transactions--The Chicago  
Board Options Exchange Could Be Successful in Challenging the "Exercise 
 Right,' Which Allows Our Full Members to Obtain Trading Privileges at the
Chicago Board Options Exchange, and the Exercise Right Could Be         
Extinguished or Terminated." For additional considerations relating to  
transfers of common stock, see "--Transfer Restrictions" below.         

. Electronic Trading Rights and Privileges. A holder of a share of Class B  
common stock who meets For-Profit CBOT's membership and eligibility     
requirements also will be entitled to trade electronically through the  
electronic trading system of For-Profit CBOT, which will be operated by 
eCBOT after the restructuring transactions, with each series of Class B 
common stock having trading rights and privileges that generally        
correspond to the trading rights and privileges currently applicable to 
the membership                                                          

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  associated with that series. This right is intended to protect the holders
of those shares from subsequent changes in the eCBOT's access policy.   
Although no such changes are currently anticipated, we cannot assure you
that changes in eCBOT's access policy will not be considered or         
implemented in the future.                                              

. Use and Leasing of Trading Privileges. Each holder of a share of Class B  
common stock who meets For-Profit CBOT's membership and eligibility     
requirements may use the trading rights and privileges associated with  
 that share or may delegate those rights and privileges to another person,
provided that such person also satisfies the applicable membership and  
eligibility requirements imposed by For-Profit CBOT. We currently expect
that these requirements will be substantially the same as the           
requirements set forth in our current rules.                            

 Voting on Core Rights. Except as may otherwise be required by Delaware law,
holders of Series B-1 and B-2 shares of Class B common stock will have the      
right to approve amendments to the certificate of incorporation, bylaws and     
rules and regulations involving changes that would adversely affect specified   
core rights relating to certain trading rights and privileges associated with   
the Class B common stock. These core rights will consist of:                    

. the allocation of products that a holder of any series of Class B common  
stock is permitted to trade on For-Profit CBOT's exchange facilities,   
i.e., the elimination of any product from a holder's trading rights and 
privileges;                                                             

. the requirement that holders of shares of Class B common stock who meet   
the applicable membership and eligibility requirements will be charged  
transaction fees for trades of For-Profit CBOT's products for their     
accounts that are lower than the transaction fees charged to any        
participant who is not a holder of Class B common stock for the same    
 products, whether trading utilizing the open outcry trading system or the
electronic trading system;                                              

. the number of authorized shares of any series of Class B common stock;    

. the membership and eligibility requirements to hold shares of any series  
of Class B common stock or to exercise the associated trading rights or 
privileges; and                                                         

. a commitment to maintain current open outcry markets so long as each such 
market is deemed liquid under the terms of the certificate of           
 incorporation unless the discontinuance of any such market is approved by
the holders of Series B-1 and Series B-2 shares of Class B common stock.
This commitment to maintain open outcry markets is described further    
below under "--Commitment to Maintain Open Outcry Markets."             

The affirmative vote of a majority of the voting power of the then outstanding  
shares of the Series B-1 shares and the Series B-2 shares of Class B common     
stock, voting together as a single class based on their respective per share    
voting power, will be required in order to approve any amendments to the        
certificate of incorporation, bylaws and rules and regulations involving        
changes that would adversely affect these core rights. Based on the respective  
voting power of the two series of Class B common stock, any change adversely    
affecting the core rights can be effected by the approval of the holders of     
Series B-1 shares of Class B common stock even though the holders of the        
Series B-2 shares of Class B common stock voted against the change. This        
result is consistent with the result that would be obtained under our existing  
certificate of incorporation, bylaws and rules and regulations. Except as may   
otherwise be required by Delaware law, including the special class and series   
voting rights described above, holders of Class A common stock and holders of   
Series B-3, B-4 and B-5 shares of Class B common stock will not have the right  
to vote on amendments to the certificate of incorporation, bylaws, rules and    
regulations involving changes that would adversely affect these core rights.    

Commitment to Maintain Open Outcry Markets. The certificate of            
incorporation of For-Profit CBOT will provide that, subject to the following    
terms and conditions, the CBOT will be obligated to maintain current open       
outcry markets and provide financial support to each such market for            
technology, marketing and research, which the board of directors determines,    
in its sole and absolute discretion, is reasonably necessary to maintain each   
such open outcry market.                                                        

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Notwithstanding the foregoing, the board of directors may discontinue any 
open outcry market at such time and in such manner as it may determine if the   
board of directors determines, in its sole and absolute discretion, that a      
market is no longer "liquid" in accordance with the criteria described below or 
the holders of a majority of the voting power of the then outstanding shares of 
the Series B-1 and the Series B-2, voting together as a single class based on   
their respective per share voting power, approve the discontinuance of such     
open outcry market.                                                             

  For purposes of the foregoing, an open outcry market will be deemed "liquid"
for so long as it meets either of the following tests, in each case as measured 
on a quarterly basis:                                                           

. if a comparable exchange-traded product exists, the open outcry market    
has maintained at least 30 percent of the average daily volume of such  
comparable product, including for calculation purposes, volume from     
exchange-for-physicals transactions in such open outcry market; or      

. if no comparable exchange-traded product exists, the open outcry market   
has maintained at least 40 percent of the average quarterly volume in   
 that market as maintained by the CBOT in 2000, including, for calculation
purposes, volume from exchange-for-physicals transactions in such open  
outcry market.                                                          

Preferred Stock                                                                 

For-Profit CBOT will be authorized to issue up to 10,000,000 shares of    
preferred stock. The Series A convertible preferred stock to be issued in       
connection with the Ceres merger will be issued out of these authorized shares. 
See "--Series A Convertible Preferred Stock" below. The For-Profit CBOT         
certificate of incorporation will authorize the board, without approval of the  
stockholders, to issue these shares from time to time in one or more series, to 
establish the number of shares to be included in each series, to fix the        
rights, preferences and privileges of the shares of each wholly unissued series 
and any of its qualifications, limitations or restrictions. Such preferred      
stock is sometimes referred to as "blank check" preferred stock.                

  Among the specific matters that may be determined by the board in connection
with the issuance of such preferred stock are the following:                    

. the designation of each series;                                           

. the number of shares of each series;                                      

. the rate of dividends, if any;                                            

. whether dividends, if any, shall be cumulative or non-cumulative;         

. the terms of redemption, if any;                                          

. the amount payable in the event of any voluntary or involuntary           
 liquidation, dissolution or winding up of the affairs of For-Profit CBOT;

. rights and terms of conversion or exchange, if any;                       

. restrictions on the issuance of shares of the same series or any other    
series, if any; and                                                     

. voting rights, if any.                                                    

Except as otherwise provided in the terms of any such series, the board of
directors may increase or decrease the number of shares of any series, but not  
below the number of shares of that series then outstanding, without any further 
vote or action by the stockholders of For-Profit CBOT. The board may authorize  
the issuance of preferred stock with voting or conversion rights that could     
adversely affect the voting power or other rights of the holders of shares of   
Class A common stock and Class B common stock.                                  

Although no shares of preferred stock other than the Series A convertible 
preferred stock will be outstanding and we have no current plans to issue any   
other preferred stock, the issuance of shares of preferred stock, or the        
issuance of rights to purchase such shares, could be used to discourage an      
unsolicited acquisition proposal. For example, a business combination could be  
impeded by the issuance of a series of preferred stock containing class voting  
rights that would enable the holder or holders of such series to block any such 
transaction. Alternatively, a business combination could be facilitated by the  
issuance of a series of preferred stock having sufficient voting rights to      
provide a required percentage vote of the stockholders. In addition,            

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under certain circumstances, the issuance of preferred stock could adversely    
affect the voting power and other rights of the holders of common stock.        
Although the board of directors of For-Profit CBOT will be required to make any 
determination to issue any such stock based on its judgment as to the best      
interests of For-Profit CBOT and the stockholders of For-Profit CBOT, it could  
act in a manner that would discourage an acquisition attempt or other           
transaction that some, or a majority, of the stockholders might believe to be   
in their best interests or in which stockholders might receive a premium for    
their stock over prevailing market or other prices of such stock. We do not     
currently intend to seek stockholder approval prior to the issuance of          
currently authorized stock, unless otherwise required by law or other           
applicable requirements.                                                        

One of the anticipated benefits of the restructuring transactions is the  
positioning of For-Profit CBOT to better access capital markets, and For-Profit 
CBOT may, in the future, issue shares of preferred stock to one or more private 
investors in capital-raising transactions. However, we cannot provide any       
assurances in this regard.                                                      

Series A Convertible Preferred Stock                                          

Of the authorized shares of preferred stock, certain shares will be       
designated as Series A Cumulative Convertible Preferred Stock. These shares of  
Series A convertible preferred stock will be issued to members who are limited  
partners of Ceres in exchange for their limited partnership interests in        
connection with the reorganization of our electronic trading business. In       
particular, the Ceres limited partners, other than eCBOT, will receive these    
shares of Series A convertible preferred stock pursuant to the terms of the     
Ceres merger. It is not possible at this time to determine the exact number of  
shares of Series A convertible preferred stock which will be outstanding        
immediately after the completion of the restructuring transactions. However,    
based on the valuation of Ceres as of December 31, 2000, 264,600 shares of      
Series A convertible preferred stock would be issued in connection with the     
restructuring transactions. For more information regarding the reorganization   
of our electronic trading business, including the Ceres merger, see "The        
Restructuring Transactions--Description of the Restructuring Transactions--     
Reorganization of Our Electronic Trading Business." In addition, as described   
below under "--Dividends," we currently expect that dividends on the Series A   
convertible preferred stock will be paid for the foreseeable future in the form 
of additional shares of Series A convertible preferred stock. Accordingly,      
additional shares of Series A convertible preferred stock will be issuable over 
time.                                                                           

 This summary description of the Series A convertible preferred stock is not
complete. The terms of the Series A convertible preferred stock will be set     
forth in the certificate of designation relating to the Series A convertible    
preferred stock, the form of which has been filed as an exhibit to the          
registration statement of which this document is a part. We urge you to review  
and consider carefully that document before voting on the restructuring         
transactions.                                                                   

The material terms of the Series A convertible preferred stock are        
summarized below:                                                               

 Dividends. Subject to the rights of any senior preferred stock that may
be issued, the holders of Series A convertible preferred stock will be      
entitled to receive, out of funds legally available for such purposes,      
annual dividends of $8.00 per share, and the dividends will be prior and in 
preference to payment of dividends on the common stock of For-Profit CBOT,  
including both the Class A common stock and the Class B common stock.       
Dividends will be cumulative and become payable when, as and if declared by 
the Board, on a quarterly basis, on or about March 31, June 30, September   
30 and December 31 of each year.                                            

Dividends on Series A convertible preferred stock may be paid, as     
determined in the sole and absolute discretion of the board of directors,   
either in cash or in additional shares of Series A convertible preferred    
stock. We currently expect that dividends on the Series A convertible       
preferred stock will be paid for the foreseeable future in the form of      
additional shares of Series A convertible preferred stock. The board may,   
in its sole and absolute discretion, elect to issue fractional shares of    
Series A convertible preferred stock. Until all accrued dividends are paid  
to the holders of Series A convertible preferred stock and all dividends on 
the Series A convertible preferred stock for the next quarterly dividend    
payment date have been paid or declared and set aside, no dividends may be  
paid on our common stock, including both                                    

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the Class A common stock and the Class B common stock, or any other         
security ranking junior to the Series A convertible preferred stock.        

 Liquidation Preference. In the event of any liquidation, dissolution or
winding up of For-Profit CBOT, the holders of the Series A convertible      
preferred stock will receive, subject to the rights of any senior preferred 
stock that may be issued, and prior and in preference to any payment to the 
holders of common stock, including both the Class A common stock and the    
Class B common stock, or any other security ranking junior to the Series A  
convertible preferred stock with respect to liquidation, the sum of $100    
per share, plus an amount equal to any dividends accrued but not paid per   
share on the date fixed for the distribution, for each share of Series A    
convertible preferrred stock. We sometimes refer to this amount in this     
document as the "Series A convertible preferred liquidation preference."    

If the assets available for distribution to holders of the Series A   
convertible preferred stock are insufficient to permit the payment in full  
of the Series A convertible preferred liquidation preference, any available 
assets would be distributed ratably on the basis of liquidation preference  
among the holders of shares of Series A convertible preferred stock and     
shares of any capital stock ranking on a parity with the Series A           
convertible preferred stock. Following payment of the Series A convertible  
preferred liquidation preference, any assets that remain in For-Profit CBOT 
may be paid to the holders of the common stock and any other junior         
securities then outstanding.                                                

Holder Conversion Rights. The shares of Series A convertible preferred
stock will become convertible, at each holder's option, at and after such   
time, if any, as either:                                                    

. For-Profit CBOT completes an underwritten public offering of Class A  
common stock in which the net proceeds are at least $25 million; or 

. the company conducting all or substantially all of the electronic     
trading business of For-Profit CBOT completes an underwritten public
offering of equity interests and the net proceeds of such offering  
are at least $25 million.                                           

For purposes of this provision, "substantially all" means 80% or more of    
the electronic trading business of For-Profit CBOT, based on the fair       
market value, as determined by the board of directors of For-Profit CBOT in 
its sole and absolute discretion, of the assets, both tangible and          
intangible, of the electronic trading business as of the time that the      
proposed transaction is approved by the board of directors.                 

The number of shares of Class A common stock into which each share of       
Series A convertible preferred stock will be convertible will equal the     
Series A convertible preferred liquidation preference, divided by the value 
of a share of Class A common stock as determined under the terms of the     
Series A convertible preferred stock. If the conversion right is triggered  
as a result of a qualified public offering by For-Profit CBOT of Class A    
common stock, the value of the Class A common stock will be determined      
based on the price at which shares of Class A common stock were sold to the 
public in such offering. If the conversion right is triggered as a result   
of a qualified public offering by the company conducting all or             
substantially all of the electronic trading business of For-Profit CBOT,    
the value of such shares of Class A common stock will be determined based,  
if the shares of Class A common stock are then publicly traded, on a ten-   
day average of the closing prices for such stock or, if not then publicly   
traded, on the fair market value as determined by the board of directors in 
its sole and absolute discretion.                                           

This convertibility feature will be subject to certain antidilution   
protections in the event of certain changes affecting the Class A common    
stock. For-Profit CBOT may pay cash instead of issuing any fractional       
shares of Class A common stock upon any conversion of the Series A          
convertible preferred stock.                                                

 Voting. So long as any share of Series A convertible preferred stock is
outstanding, in addition to any vote or consent of stockholders required by 
law or our certificate of incorporation, the vote of at least a majority of 
the votes entitled to be cast by the Series A convertible preferred         
stockholders will be required for any amendment to the certificate of       
designation setting forth the terms of the Series A convertible preferred   
stock, the certificate of incorporation or the bylaws of For-Profit CBOT    
that would adversely affect the powers, preferences or special rights of    
the Series A convertible preferred stock; provided that no vote will be     
required under the terms of the Series A convertible preferred stock in     

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connection with any action in which provision is made for the redemption of 
all outstanding shares of Series A convertible preferred stock. Other than  
in connection with a merger involving For-Profit CBOT, the authorization or 
creation of a class of capital stock senior to or on parity with the Series 
A convertible preferred stock as to dividend or liquidation payments will   
be deemed to be an amendment that adversely affects the powers, preferences 
or special rights of the Series A convertible preferred stock. Except as    
may otherwise be required by law, the Series A convertible preferred stock  
will have no other voting rights.                                           

 Redemption and Exchange Rights. For-Profit CBOT will be entitled at any
time to redeem or exchange all or any part of the outstanding shares of     
Series A convertible preferred stock. Each share of Series A convertible    
preferred stock will be redeemable or exchangeable, as the case may be, for 
a price payable in cash, property or securities, which may include shares   
of Class A common stock or shares of capital stock of eCBOT, in an amount   
equal to the Series A convertible preferred liquidation preference. The     
form in which any such price will be paid will be determined by the board   
of directors of For-Profit CBOT in its sole and absolute discretion. In     
addition, For-Profit CBOT will be required to redeem or exchange all of the 
Series A convertible preferred stock upon a separation of all or            
substantially all of the electronic trading business from For-Profit CBOT,  
whether by means of a spin-off, split-off, transfer of assets or other      
transaction. For purposes of this provision, "substantially all" means 80%  
or more of the electronic trading business of For-Profit CBOT, based on the 
fair market value, as determined by the board of directors of For-Profit    
CBOT in its sole and absolute discretion, of the assets, both tangible and  
intangible, of the electronic trading business as of the time that the      
proposed transaction is approved by the board.                              

To the extent that the shares of Series A convertible preferred stock 
are exchanged for shares of Class A common stock, the value of the Class A  
common stock will be determined based, if publicly traded, on a ten-day     
average of the closing prices for such stock or, if not then publicly       
traded, on the fair market value, as determined by the board of directors   
in its sole and absolute discretion; provided that if such exchange is      
effected within ten days following a qualified public offering of Class A   
common stock, the value of such Class A common stock will be the price at   
which such shares were offered in such offering. Any partial redemption of  
the Series A convertible preferred stock will be made pro rata among the    
holders of such stock.                                                      

Transfer Restrictions                                                           

 Class A Common Stock. The shares of Class A common stock will be subject to
restriction on transfer for the first 180 days following completion of the      
restructuring transactions, except that, generally speaking, during this        
period, stockholders may transfer all, but not less than all, of the shares of  
Class A common stock associated with a share of Class B common stock if all of  
such shares of Class A common stock are transferred together with the           
associated share of Class B common stock. After expiration of such 180-day      
period, the Class A common stock generally will be freely transferable, in      
whole or in part, with or without the associated share of Class B common stock. 
The certificate of incorporation will grant the board of directors authority to 
remove or reduce this transfer restriction if the board determines, in its sole 
and absolute discretion, that such action is appropriate.                       

You should understand that the Chicago Board Options Exchange has stated  
publicly its view that, if consummated, the restructuring transactions would    
extinguish the exercise right of our Full Members under certain circumstances.  
In particular, the Chicago Board Options Exchange has stated recently in a      
filing with the SEC seeking a rule change that the exercise right will be       
terminated for any Full Member who sells any of the shares of Class A common    
stock associated with a share of Class B common stock received in the           
restructuring transactions without also selling all of the other shares of      
Class A common stock and the associated share of Class B common stock. While we 
do not believe that its position is legally valid, we cannot predict the        
outcome of the Chicago Board Options Exchange's SEC proceeding seeking approval 
of its proposed rule change. If the Chicago Board Options Exchange were to      
prevail with the SEC and have its rule change approved, it is possible that the 
exercise right could be terminated or that Full Members could be prevented from 
exercising the right in the future if, following the lapse of restriction on    
transfer, they transfer any of their shares of Class A common stock associated  
with a share of Class B common stock without also                               

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transferring all of their other shares of Class A common stock and their        
associated share of Class B common stock. Accordingly, if you are a Full        
Member, you should give careful consideration to this matter before deciding to 
transfer any of your shares of Class A common stock without also transferring   
all of your other shares of Class A common stock and your associated Series B-1 
share of Class B common stock because the Chicago Board Options Exchange has    
taken the position that such a transfer will cause the exercise right           
associated with the Series B-1 share of Class B common stock to be              
extinguished.                                                                   

For more information, see "Risk Factors--Risks Relating to the            
Restructuring--The Chicago Board Options Exchange Could Be Successful in        
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange, and the Exercise      
Right Could Be Extinguished or Terminated."                                     

 Class B Common Stock. Although the shares of Class B common stock generally
will not be subject to any transfer restriction, exercise of the trading        
privileges associated with Class B common stock will be subject to              
substantially the same application and approval process that currently applies  
to membership candidates. Under that process, any adult, other than an employee 
of For-Profit CBOT, of good character, reputation, financial responsibility and 
credit will be eligible for election to membership in For-Profit CBOT.          
Candidates will be reviewed to determine whether they meet applicable           
membership requirements in accordance with the rules and regulations of For-    
Profit CBOT. Consistent with our present practice, a person wishing to exercise 
trading rights and privileges in For-Profit CBOT will be required to agree to   
be bound by the certificate of incorporation, bylaws, rules and regulations     
adopted by the board with respect to those rights and privileges.               

As noted above, the Chicago Board Options Exchange has taken the position 
that the restructuring transactions would extinguish the exercise right of Full 
Members under certain circumstances. In particular, we understand that the      
Chicago Board Options Exchange takes the position that, after the completion of 
the restructuring transactions, the exercise right will be terminated for any   
Full Member who does not hold all shares of common stock received in the        
restructuring transactions, including the 25,000 shares of Class A common stock 
and the single Series B-1 share of Class B common stock. Accordingly, although  
the shares of Class B common stock will generally not be subject to any         
restrictions on transfer, including during the 180-day period described above,  
if you are a Full Member, you should give careful consideration to this matter  
before deciding to transfer your Series B-1 share of Class B common stock       
without all of your associated shares of Class A common stock because the       
Chicago Board Options Exchange has taken the position that such a transfer will 
cause the exercise right associated with such Series B-1 share of Class B       
common stock to expire. As a result, the transferee of such Series B-1 share of 
Class B common stock may not hold the exercise right.                           

For more information, see "Risk Factors--Risks Relating to the            
Restructuring--The Chicago Board Options Exchange Could Be Successful in        
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange and the Exercise Right 
Could Be Extinguished or Terminated."                                           

Series A Convertible Preferred Stock. The shares of Series A convertible  
preferred stock generally will not be subject to any restrictions on transfer.  

  Affiliates. In addition to the restrictions discussed above, shares of Class
A common stock, Class B common stock and Series A convertible preferred stock   
received in connection with the restructuring transactions by "affiliates" may  
be resold only pursuant to further registration under the Securities Act or in  
transactions that are exempt from registration under the Securities Act.        

Other Provisions                                                                

  For-Profit CBOT will establish a number of change of control provisions that
may have the effect of encouraging persons considering unsolicited tender       
offers or other unilateral takeover proposals to negotiate with For-Profit      
CBOT's board of directors rather than pursue non-negotiated takeover attempts.  
Some of these provisions will be implemented pursuant to the certificate of     
incorporation and bylaws of For-Profit CBOT and others will be implemented      
independently. These provisions will include the following:                     

Advance Notice Procedures. For-Profit CBOT's bylaws will establish    
advance notice procedures with regard to stockholder proposals relating to  
the nomination of candidates for election as directors or new business to   
be brought before meetings of stockholders. For-Profit CBOT's bylaws will   
contain                                                                     

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provisions requiring that advance notice be delivered to For-Profit CBOT of 
any business to be brought by a stockholder before an annual meeting of     
stockholders and providing for certain procedures to be followed by         
stockholders in nominating persons for election to the For-Profit CBOT      
board of directors.                                                         

Generally, such advance notice provisions will require that a         
stockholder must give written notice to the secretary of For-Profit CBOT    
not less than 45, nor more than 75, days prior to the first anniversary of  
the date on which For-Profit CBOT first mailed its proxy materials for the  
preceding year's annual meeting of stockholders. In each case, the notice   
must set forth specific information regarding such stockholder and each     
director nominee or other business proposed by such stockholder, as         
applicable, as provided in the bylaws. Except as described below with       
respect to nominations by stockholders of For-Profit CBOT for persons to be 
elected to the board of directors of For-Profit CBOT, stockholders will not 
be permitted to make proposals, or bring other business, to a special       
meeting of stockholders.                                                    

For our first annual meeting following the restructuring transactions,
which will be held in 2002, notice must be given no earlier than      ,     
2002 and no later than      , 2002.                                         

 Nominations by stockholders for persons to be elected to the For-Profit
CBOT board of directors at a special meeting of the stockholders, if        
directors are to be elected at such meeting, generally will require that a  
stockholder give written notice to the Secretary of For-Profit CBOT not     
later than the later of the 90th day prior to such special meeting or the   
10th day following the day on which public announcement is first made of    
the date of the special meeting and of the nominees proposed by the For-    
Profit CBOT board of directors.                                             

 We may establish special procedures for nominations by stockholders for
persons to be elected to the For-Profit CBOT board of directors at the      
special election for the purpose of electing the nine-member board, to be   
held at the first meeting of stockholders following the restructuring       
transactions, as described elsewhere in this document.                      

Special Meetings of Stockholders. For-Profit CBOT's certificate of    
incorporation and bylaws will not provide stockholders the right to call a  
special meeting of stockholders. The bylaws will expressly provide that     
only the chairman of the board, the president or the board of directors may 
call special meetings of the stockholders.                                  

No Action by Written Consent of Stockholders. For-Profit CBOT's       
certificate of incorporation will require that all stockholder actions must 
be taken by a vote of the stockholders at an annual or special meeting, and 
will not permit the stockholders to take action by written consent without  
a meeting.                                                                  

  Amendment of Certificate of Incorporation. For-Profit CBOT's certificate
of incorporation will generally require the approval of not less than a     
majority of the voting power of all then-outstanding shares of stock of     
For-Profit CBOT entitled to vote generally in the election of directors,    
voting together as a single class, in order to amend the certificate of     
incorporation.                                                              

  Amendment of Bylaws. For-Profit CBOT's certificate of incorporation will
generally require the approval of not less than two-thirds of the voting    
power of all then-outstanding shares of stock of For-Profit CBOT entitled   
to vote generally in the election of directors, voting together as a single 
class, in order to adopt, repeal or amend the bylaws in response to a       
stockholder proposal. This provision will make it more difficult to dilute  
the change of control effects of the bylaws of For-Profit CBOT. The         
certificate of incorporation will permit the board to amend the bylaws      
without any stockholder vote, except where a vote of the holders of Series  
B-1 and Series B-2 Class B common stock is required by the certificate of   
incorporation as described elsewhere in this document or a vote of a series 
of preferred stock is required by the terms of such series.                 

  Delaware Anti-Takeover Statute. For-Profit CBOT will elect to be subject
to a Delaware anti-takeover law. Subject to certain exceptions, this        
statute prohibits a publicly held Delaware corporation from engaging in a   
"business combination" with an "interested stockholder" for a period of     
three years after the date of the transaction in which the person became an 
interested stockholder, unless:                                             

.  prior to such date, the board of directors of the corporation        
approved either the business combination or the transaction which 
resulted in the stockholder's becoming an interested stockholder; 

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.  upon completion of the transaction which resulted in the             
stockholder's becoming an interested stockholder, the interested  
stockholder owned at least 85% of the voting stock of the         
corporation outstanding at the time the transaction commenced,    
excluding, for purposes of determining the number of shares       
outstanding, those shares owned by persons who are directors and  
also officers and by employee stock plans in which employee       
participants do not have the right to determine confidentially    
  whether shares held subject to the plan will be tendered in a tender
or exchange offer; or                                             

.  on or after such date, the business combination is approved by the   
  board of directors and authorized at an annual or special meeting of
  stockholders, and not by written consent, by the affirmative vote of
 at least 66 2/3% of the outstanding voting stock which is not owned
by the interested stockholder.                                    

For purposes of this statute, a "business combination" includes a     
merger, asset sale or other transaction resulting in a financial benefit to 
the interested stockholder, and an "interested stockholder" is a person     
who, together with affiliates and associates, owns, or within three years   
prior to the date of determination whether the person is an "interested     
stockholder," did own, 15% or more of the corporation's voting stock.       

Stockholder Rights Plan. We currently anticipate that the board of    
directors of For-Profit CBOT would be asked to consider, and may adopt, a   
stockholder rights plan in connection with any underwritten public offering 
of its common stock. The basic objective of a rights plan is to provide for 
an appropriate role for the board of directors in the event of a potential  
change of control. A rights plan seeks to protect the corporation and its   
stockholders from abusive takeover measures to maximize stockholder value   
if the corporation is sold and to encourage potential acquirors to          
negotiate with the board of directors rather than make an unsolicited       
takeover proposal. A rights plan aims to accomplish these goals by making   
attempts to acquire control of the corporation without the board's approval 
unacceptably expensive and dilutive to the bidder. This is implemented by   
the issuance to each stockholder of one contingent stock purchase right,    
which would be triggered by certain events generally involving the          
acquisition by a third party of a significant amount of the corporation's   
stock. You should understand that we do not have any current plan or        
intention to conduct any such offering of common stock.                     

Limitation of Liability of Directors                                            

The certificate of incorporation of For-Profit CBOT will provide, as      
authorized by Delaware law, that a director of For-Profit CBOT will not be      
personally liable to For-Profit CBOT or its stockholders for monetary damages   
for breach of fiduciary duty as a director, except for liability imposed by     
law, as in effect from time to time:                                            

. for any breach of the director's duty of loyalty to For-Profit CBOT or    
its stockholders;                                                       

. for any act or omission not in good faith or which involved intentional   
misconduct or a knowing violation of law;                               

. for unlawful payments of dividends or unlawful stock repurchases or       
redemptions as provided by Delaware law; or                             

. for any transaction from which the director derived an improper personal  
benefit.                                                                

  The inclusion of this provision in our certificate of incorporation may have
the effect of reducing the likelihood of derivative litigation against          
directors, and may discourage or deter stockholders or management from bringing 
a lawsuit against directors for breach of their duty of care, even though such  
an action, if successful, might otherwise have benefitted For-Profit CBOT and   
its stockholders.                                                               

Our certificate of incorporation and bylaws will provide that For-Profit  
CBOT will indemnify its directors and executive officers and may indemnify its  
other officers and employees and other agents to the fullest extent permitted   
by law. The bylaws will also permit For-Profit CBOT to secure insurance on      
behalf of any officer, director, employee or other agent for any liability      
arising out of his or her actions in that capacity, regardless of whether the   
bylaws would permit indemnification.                                            

Transfer Agent                                                                  

We are currently evaluating whether to engage a third party to serve as   
transfer agent and registrar for the Class A common stock, Class B common stock 
and Series A convertible preferred stock in connection with the completion of   
the restructuring transactions.                                                 

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COMPARISON OF THE RIGHTS OF MEMBERS OF THE CBOT AND 
STOCKHOLDERS OF FOR-PROFIT CBOT 

Overview                                                                        

As a result of the restructuring transactions, the CBOT will change its   
status from that of a Delaware nonstock, not-for-profit corporation to that of  
a Delaware stock, for-profit corporation. In addition, in connection with the   
restructuring transactions, our board of directors has adopted and we are       
proposing certain significant changes to our certificate of incorporation,      
bylaws and rules and regulations. Generally speaking, these changes are         
designed to implement a more modern and efficient corporate governance          
structure. After the completion of the restructuring transactions, For-Profit   
CBOT will be operated for the long-term benefit of its stockholders rather than 
solely for the purpose of delivering member benefits and enhancing member       
opportunity.                                                                    

You are being asked to approve these changes as part of the restructuring 
transactions. We currently expect that these changes to our rules and           
regulations will generally take effect at the time that the amended and         
restated certificate of incorporation of For-Profit CBOT becomes effective.     
Upon taking effect, many of your rights and obligations as stockholders of For- 
Profit CBOT will change from those that you currently have as members of the    
CBOT. In this section, we will describe those changes that we believe to be     
material. We urge you to carefully review and consider these changes in your    
rights and obligations before voting on the restructuring transactions.         

The following description summarizes the material differences between the 
rights and obligations of holders of the CBOT memberships and holders of Class  
A common stock and Class B common stock of For-Profit CBOT. We do not intend    
this summary to be a complete statement of the rights and obligations of        
holders of the common stock of For-Profit CBOT, or a comprehensive comparison   
of the rights and obligations of members of the CBOT and the holders of common  
stock of For-Profit CBOT, or a complete description of the specific provisions  
referred to in this summary. We do not intend that this identification of       
specific differences is to indicate that other equally or more significant      
differences do not exist.                                                       

The forms of the For-Profit CBOT amended and restated certificate of      
incorporation and bylaws are attached as Appendices D and E to this document,   
respectively. Our current certificate of incorporation, bylaws and rules and    
regulations have been filed as exhibits to the registration statement of which  
this document forms a part. In addition, the form of the rules and regulations  
of For-Profit CBOT, which, subject to changes to the rules and regulations      
occurring from time to time after the date of this document, we currently       
expect to be the rules and regulations of For-Profit CBOT immediately after the 
restructuring transactions, has been filed as an exhibit to such registration   
statement. A summary of the status of certain current CBOT rules and            
regulations as a result of the restructuring transactions is attached as        
Appendix F to this document. We urge you to review and consider carefully each  
of these documents before voting on the restructuring transactions.             

For-Profit Status; Authority to Issue Capital Stock                             

  Currently, our certificate of incorporation expressly provides that the CBOT
is not-for-profit and has no authority to issue capital stock. This provision   
will be eliminated from the certificate of incorporation of For-Profit CBOT,    
which will enable us to issue the shares of Class A common stock, Class B       
common stock and Series A convertible preferred stock in connection with the    
restructuring transactions.                                                     

As described below under "--Authorized Capital," For-Profit CBOT will have
the ability to issue additional shares of capital stock in the future at the    
discretion of the board of directors, without stockholder approval. The         
issuance of additional shares of capital stock could cause your equity interest 
in For-Profit CBOT to be diluted and the market price or value of your shares,  
if any, to decline.                                                             

Dividends                                                                       

Delaware law currently provides that corporations, whether for-profit or  
not-for-profit, may declare and pay dividends on the shares of its stock, or to 
its members if the corporation is a nonstock corporation, out of                

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funds legally available for such purposes. Neither the CBOT's current           
certificate of incorporation nor For-Profit CBOT's certificate of incorporation 
otherwise restricts the CBOT's or For-Profit CBOT's authority to declare and    
pay dividends. Consequently, the CBOT, under the current certificate of         
incorporation, and For-Profit CBOT, under the proposed certificate of           
incorporation, are, for purposes of Delaware law, authorized to declare and pay 
dividends.                                                                      

 Although nonstock, not-for-profit corporations are permitted to declare and
pay dividends under Delaware law, dividends are a more typical feature of       
stock, for-profit corporations. For-Profit CBOT will have the ability to        
declare and pay dividends to its common stockholders based on its "surplus" as  
defined under Delaware law. However, the right to receive dividends as common   
stockholders of For-Profit CBOT will be subject to priorities and preferences   
that may apply to any outstanding shares of preferred stock, including the      
Series A convertible preferred stock.                                           

We have no current plans to pay cash dividends on the common stock in the 
foreseeable future.                                                             

Authorized Capital                                                              

Currently, our certificate of incorporation and bylaws authorize five     
classes of membership:                                                          

. Full;                                                                     

. Associate;                                                                

. GIM (and one-half Associate Membership);                                  

. IDEM; and                                                                 

. COM.                                                                      

In order to authorize any additional classes of membership, it would be         
necessary to amend our bylaws. The authorized or maximum number of Associate    
Members, GIMs, IDEMs and COMs under the bylaws is 866, 351, 642 and 643,        
respectively. Our certificate of incorporation and bylaws do not expressly      
provide for an authorized or maximum number of Full Memberships. However, our   
certificate of incorporation, bylaws, rules and regulations do not authorize    
the creation of new members in existing classes. Therefore, we believe that the 
creation of new members would require an amendment to our bylaws, which, in the 
case of Full Members, has the result of creating a de facto authorized or       
maximum number of Full Memberships equal to the current number of such          
memberships, which is 1,402.                                                    

Under its certificate of incorporation, For-Profit CBOT will be authorized
to issue up to 100,000,000 shares of common stock, par value $0.001 per share,  
of which 99,996,277 shares will be designated as Class A common stock and 3,723 
shares will be designated as Class B common stock, and up to 10,000,000 shares  
of preferred stock, par value $0.001 per share.                                 

The Class A common stock will represent an equity interest in For-Profit  
CBOT. The Class B common stock will represent an equity interest and, subject   
to satisfaction of applicable membership and eligibility requirements, a        
membership in For-Profit CBOT. The Class B common stock will be issued in five  
series, each of which will entitle an eligible holder to trading rights and     
privileges that correspond to the trading rights and privileges of one of the   
five currently authorized classes of membership.                                

Immediately after the restructuring transactions, the following will be   
issued and outstanding:                                                         

. 39,802,650 shares of Class A common stock;                                

. 1,402 Series B-1 shares of Class B common stock;                          

. 782 Series B-2 shares of Class B common stock;                            

. 170 Series B-3 shares of Class B common stock;                            

. 642 Series B-4 shares of Class B common stock; and                        

. 643 Series B-5 shares of Class B common stock                             

In addition, shares of Series A convertible preferred stock will be       
outstanding immediately after the restructuring transactions. It is not         
possible at this time to determine the exact number of shares of Series A       

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convertible preferred stock which will be outstanding immediately after the     
completion of the restructuring transactions. However, based on the valuation   
of Ceres as of December 31, 2000, 264,600 shares would be outstanding as a      
result of the issuance of such shares pursuant to the Ceres merger. In          
addition, we currently expect that dividends on the Series A convertible        
preferred stock will be paid for the foreseeable future in the form of          
additional shares of Series A convertible preferred stock. Accordingly,         
additional shares of Series A convertible preferred stock will be issuable over 
time.                                                                           

  Immediately after the restructuring transactions, all of such shares will be
held by the former CBOT members and the former Ceres limited partners, other    
than eCBOT.                                                                     

The creation of any additional classes of common stock will require an    
amendment to the certificate of incorporation and stockholder approval. The     
board of For-Profit CBOT, however, will be authorized, without stockholder      
approval, to create and issue additional classes of preferred stock, having     
such powers, designations and preferences as are set forth in a resolution      
adopted by the board and set forth in a certificate of designations filed with  
the State of Delaware.                                                          

We currently expect that 39,802,650 shares of Class A common stock, 3,639 
shares of Class B common stock and, based on the valuation of Ceres as of       
December 31, 2000 as described elsewhere in this document, 264,600 shares of    
Series A convertible preferred stock will be issued and outstanding immediately 
after completion of the restructuring transactions. As a result, based on the   
foregoing, the board of For-Profit CBOT would be authorized to issue up to an   
additional 60,193,627 shares of Class A common stock, 84 Series B-2 shares of   
Class B common stock issuable upon the conversion of Series B-3 shares of Class 
B common stock and 9,735,400 shares of preferred stock without requiring an     
amendment to the For-Profit CBOT certificate of incorporation and without       
stockholder approval. The authorization of any additional shares of Class A     
common stock, Class B common stock, including additional shares of each series  
of Class B common stock, and preferred stock in excess of these amounts would   
require an amendment to the For-Profit CBOT certificate of incorporation, which 
would, in turn, require appropriate stockholder approval.                       

In the event of the issuance of additional shares of capital stock,       
including pursuant to conversion of the Series A convertible preferred stock,   
future acquisitions, a stock incentive plan or for any other purpose, will      
dilute your equity interest in For-Profit CBOT and the market price or value of 
your shares, if any, could decline.                                             

Terms and Conditions of Membership                                              

 Currently, the terms and conditions of membership in the CBOT are set forth
in our certificate of incorporation, bylaws, rules and regulations. The terms   
and conditions of membership, including all trading rights and privileges, will 
continue to be set forth in For-Profit CBOT's certificate of incorporation,     
bylaws, rules and regulations. However, under For-Profit CBOT's certificate of  
incorporation, the terms and conditions of membership will relate only to the   
shares of Class B common stock to be issued in connection with the              
restructuring transactions. The terms and conditions of membership in the CBOT  
include, but are not limited to, general provisions related to application for  
membership, member rights, privileges and obligations, member conduct and       
discipline, registration, assessments and fees, purchase and sale or transfers  
of memberships or membership interests, insolvency and trading and other rights 
and privileges of the various classes of membership.                            

 For-Profit CBOT's certificate of incorporation will provide that the rights
and obligations, including trading rights and privileges, of CBOT members will  
be associated with the shares of Class B common stock to be issued in           
connection with the restructuring transactions. As described above, the Class B 
common stock will be issued in five series of stock: Series B-1, B-2, B-3, B-4  
and B-5. The certificate of incorporation for For-Profit CBOT will provide that 
each holder of Series B-1, B-2, B-3, B-4 and B-5 shares of Class B common stock 
who satisfies the membership and eligibility requirements with respect to a     
Full Membership, Associate Membership, GIM Membership, IDEM Membership or COM   
Membership, respectively, in each case, as set forth in For-Profit CBOT's rules 
and regulations, will be entitled to all of the rights and privileges,          
including all                                                                   

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trading rights and privileges, of a CBOT Full Member, Associate Member, GIM,    
IDEM or COM, as the case may be, subject to applicable Delaware law or as       
otherwise provided in For-Profit CBOT's certificate of incorporation, bylaws    
and rules and regulations.                                                      

Transferability                                                                 

Currently, memberships may be purchased or sold pursuant to transfer      
mechanisms established by our rules and regulations. We are currently           
evaluating appropriate changes to these transfer mechanisms, including, among   
other things, the retention of a third-party transfer agent, in light of the    
status of For-Profit CBOT as a for-profit, stock corporation and the status of  
its Class B common stock as securities after the restructuring transactions.    

Class A common stock will be subject to a complete restriction on transfer
for the first 180 days following completion of the restructuring transactions,  
except that, generally speaking, during this period, stockholders may transfer  
all, but not less than all, of the shares of Class A common stock associated    
with a share of Class B common stock if all such shares of Class A common stock 
are transferred together with the associated share of Class B common stock.     
Generally speaking, after expiration of the 180-day period, the Class A common  
stock will be freely transferable, in whole or in part, with or without the     
associated share of Class B common stock. The certificate of incorporation will 
grant the board of directors authority to remove or reduce this transfer        
restriction if the board determines, in its sole and absolute discretion, that  
such action is appropriate. In addition to these restrictions, shares of Class  
A common stock and Class B common stock received in connection with the         
restructuring transactions by "affiliates" may be resold only pursuant to       
further registration under the Securities Act or in transactions that are       
exempt from registration under the Securities Act.                              

You should understand that the Chicago Board Options Exchange has stated  
publicly its view that, if consummated, the restructuring transactions would    
extinguish the exercise right of our Full Members under certain circumstances.  
In particular, it has stated recently in a filing with the SEC seeking a rule   
change that the exercise right will be terminated for any Full Member who sells 
any of the shares of Class A common stock associated with a share of Class B    
common stock received in the restructuring transactions without also selling    
all of the other shares of Class A common stock and the associated share of     
Class B common stock. While we do not believe that the Chicago Board Options    
Exchange's position is legally valid, we cannot predict the outcome of its SEC  
proceeding seeking approval of its proposed rule change. If the Chicago Board   
Options Exchange were to prevail with the SEC and have its rule change          
approved, it is possible that the exercise right could be terminated or that    
Full Members could be prevented from exercising the right in the future if,     
following the lapse of restriction on transfer, they transfer any of their      
shares of Class A common stock associated with a share of Class B common stock  
without also transferring all of their other shares of Class A common stock and 
their associated share of Class B common stock. Accordingly, if you are a Full  
Member, you should thus give careful consideration to this matter before        
deciding to transfer any of your shares of Class A common stock without also    
transferring all of your other shares of Class A common stock and your          
associated Series B-1 share of Class B common stock because the Chicago Board   
Options Exchange has taken the position that such transfer will cause the       
exercise right associated with such Series B-1 share of Class B common stock to 
be extinguished.                                                                

Additionally, we understand that the Chicago Board Options Exchange takes 
the position that, after the completion of the restructuring transactions, the  
exercise right will be terminated for any Full Member who does not hold all     
shares of common stock received in the restructuring transactions, including    
the 25,000 shares of Class A common stock and the single Series B-1 share of    
Class B common stock. As a result, although the shares of Class B common stock  
will generally not be subject to any restrictions on transfer, including during 
the 180-day period described above, if you are a Full Member, you should give   
careful consideration to this matter before deciding to transfer your Series B- 
1 share of Class B common stock without all of your associated shares of Class  
A common stock because the Chicago Board Options Exchange has taken the         
position that such a transfer will cause the exercise right associated with     
such Series B-1 share of Class B common stock to expire. As a result, the       
transferee of such Series B-1 share of Class B common stock may not hold the    
exercise right.                                                                 

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For more information, see "Risk Factors--Risks Relating to the            
Restructuring--The Chicago Board Options Exchange Could Be Successful in        
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange, and the Exercise      
Right Could Be Extinguished or Terminated."                                     

Voting Rights                                                                   

Under the CBOT's current certificate of incorporation and bylaws, Full    
Members and Associate Members have the right to vote on all matters submitted   
to a vote of the general membership. Each Full Member is entitled to one vote   
per Full Membership and each Associate Member is entitled to one-sixth of one   
vote per Associate Membership on all such matters. GIMs, IDEMs and COMs have    
no right to vote under the current certificate of incorporation and bylaws.     

Other than as required by the certificate of incorporation of For-Profit  
CBOT, the terms of any preferred stock or Delaware law, with the exception of   
the right to approve changes that would adversely affect certain core rights    
reserved for the holders of Series B-1 shares and B-2 shares of Class B common  
stock, each share of Class A common stock will entitle its holder to one vote   
on all matters upon which stockholders of For-Profit CBOT will be entitled to   
vote generally. Except for such changes to core rights and as may otherwise be  
required by Delaware law, the holders of Class B common stock will have no      
voting rights. See "Description of Capital Stock--Description of Common         
Stock--Voting on Core Rights" for a description of these core rights.           

As a result, to the extent that they hold shares of Class A common stock, 
GIMs, IDEMs and COMs will have the right to vote on all matters upon which      
stockholders of For-Profit CBOT will be entitled to vote generally. The         
allocation of shares of Class A common stock among members in connection with   
the restructuring transactions will result in a dilution of Full Members'       
voting rights relative to the voting rights of Associate Members, GIMs, IDEMs   
and COMs.                                                                       

In addition, under Delaware law, the holders of the outstanding shares of 
each class and series of For-Profit CBOT common stock will be entitled to vote  
as a class or series upon certain proposed amendments to the certificate of     
incorporation, as described above under "Description of Capital Stock--         
Description of Common Stock--Special Class and Series Voting Rights." In the    
event that a class vote of the Class B common stock is required by Delaware     
law in connection with any such amendment of our certificate of incorporation:  

. holders of Series B-1 shares of Class B common stock will be entitled to  
one vote per share;                                                     

. holders of Series B-2 shares of Class B common stock will be entitled to  
one-sixth of one vote per share;                                        

. holders of Series B-3 shares of Class B common stock will be entitled to  
one-tenth of one vote per share;                                        

. holders of Series B-4 shares of Class B common stock will be entitled to  
one-tenth of one vote per share; and                                    

. holders of Series B-5 shares of Class B common stock will be entitled to  
one-tenth of one vote per share.                                        

The voting powers of the Series B-1 and Series B-2 shares of Class B common     
stock are designed to replicate the current voting powers of Full Members and   
Associate Members. The lesser voting powers of the Series B-3, Series B-4 and   
Series B-5 shares of Class B common stock reflect the fact that GIMs, IDEMs     
and COMs currently do not have voting rights with respect to any matters.       

As a result, if required by Delaware law, GIMs, IDEMs and COMs will be    
entitled to vote in connection with certain amendments to our certificate of    
incorporation after the restructuring transactions. Currently, GIMs, IDEMs and  
COMs have no such voting rights. This result is inconsistent with the result    
that would likely be obtained under our current certificate of incorporation,   
bylaws and rules and regulations, which provide that only Full Members and      
Associate Members are entitled to vote, including with respect to such          
amendments to our certificate of incorporation. Moreover, the certificate of    
incorporation of For-Profit CBOT will include                                   

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unique provisions that are intended to protect certain core rights associated   
with the trading rights and privileges of Class B common stockholders. These    
provisions reflect the unique circumstances of the CBOT and are not customary   
in other corporate charters. Due to the unique nature of these provisions,      
there is little guidance under applicable law as to how they would be applied   
in specific factual contexts. Among other things, it may be difficult to assess 
the impact of possible changes to these provisions on individual classes or     
series of stock. As a result, there may be uncertainty under certain            
circumstances as to whether any special class or series votes would be required 
in order to approve an amendment of the certificate of incorporation of For-    
Profit CBOT to amend, modify or repeal such provisions.                         

Liquidation Rights                                                              

The CBOT's current rules and regulations provide that, in the event of a  
full liquidation of the CBOT, the members would share in the proceeds from      
dissolution in an approximate ratio of 6.00 : 1.00 : 0.67 : 0.03 : 0.03 for     
each Full Membership, Associate Membership, GIM, IDEM and COM, respectively.    

In the event of a full liquidation of For-Profit CBOT, liquidating        
distributions will be made to Class A common stockholders and Class B common    
stockholders pro rata based on the number of shares of common stock they hold.  
As a result of the issuance of shares of Class A common stock and Class B       
common stock in the restructuring transactions, Full Members and GIMs will      
experience a decline in their liquidation rights relative to the liquidation    
rights of Associate Members, IDEMs and COMs.                                    

Proceeds of Membership                                                          

 Under our current rules and regulations, upon any transfer of a membership,
whether made by a member voluntarily or by the board of directors, the proceeds 
are applied pursuant to a priority set forth in the rules and regulations. The  
types of claims that currently have priority in the proceeds of a transferred   
membership include, among other things: dues, assessments, service fees, fines, 
contributions, and other charges and indebtedness payable to the CBOT or a      
clearing house, amounts owed to clearing members and amounts owed on loans that 
financed the purchase of such membership.                                       

 Following completion of the restructuring transactions, the claims of Class
B common stockholders will not have an automatic priority of the claims of non- 
members against the proceeds of the sale of shares of Class A common stock or   
Class B common stock. Absent special circumstances, proceeds from the transfer  
of shares of Class A common stock will not be subject to the prior claims of    
Class B common stockholders unless such Class B common stockholders have        
otherwise perfected a security interest in the transferred shares of Class A    
common stock, such as by receiving a pledge of such shares. The rules and       
regulations of For-Profit CBOT will provide that the proceeds of any transfer   
of shares of Class B common stock will be subject to the priority of payments   
provision that is currently applicable to the transfer of CBOT memberships.     
However, we are not aware of any court's having considered the enforceability   
of such a provision in the context of a security issued by a demutalized        
exchange, including where the security is associated with membership trading    
rights and privileges. Accordingly, there is substantial uncertainty as to      
whether the priority of payments provision would be enforced in accordance with 
its terms. As a result, we cannot provide you any assurances as to the          
continued enforceability of this priority of payments provision after           
completion of the restructuring transactions.                                   

Amendment of Certificate of Incorporation                                       

Under our current certificate of incorporation, amendments to the         
certificate of incorporation must be adopted by the board of directors in       
accordance with Delaware law and then submitted to a vote of the membership.    
Proposals to amend the certificate of incorporation will be adopted if at least 
300 votes have been cast at a special meeting of the membership and a majority  
of the votes cast were in favor of the proposal.                                

Under For-Profit CBOT's certificate of incorporation, amendments must also
be adopted by the board of directors and then submitted to a vote of the        
stockholders. However, proposals to amend the certificate of                    

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incorporation will be adopted only if at least a majority of the voting power   
of all of the then-outstanding shares of stock of For-Profit CBOT entitled to   
vote generally in the election of directors, voting together as a single class, 
are voted in favor of the the proposal, except for changes that would adversely 
affect certain core rights relating to the trading rights and privileges        
associated with the Class B common stock, which will require only the approval  
of a majority of the voting power of the Series B-1 and Series B-2 shares of    
Class B common stock, voting together as a class based on their respective per  
share voting power, except as otherwise required by Delaware law as described   
below. As a result, it will be more difficult to amend the certificate of       
incorporation of For-Profit CBOT.                                               

In addition, under Delaware law, the holders of the outstanding shares of 
each class and series of For-Profit CBOT common stock will be entitled to vote  
as a class or series upon certain proposed amendments to the certificate of     
incorporation, as described above under "Description of Capital Stock--         
Description of Common Stock--Special Class and Series Voting Rights" and "--    
Voting." As a result, to the extent that they hold shares of Class B common     
stock, GIMs, IDEMs and COMs will be entitled to vote as described above under   
"--Voting Rights" in connection with such amendments to our certificate of      
incorporation after the restructuring transactions. Currently, GIMs, IDEMs and  
COMs have no such voting rights by virtue of our status as a nonstock, not-for- 
profit corporation.                                                             

Amendment of Bylaws and Rules and Regulations; Substantial Elimination of the   
Petition Process                                                                

 Currently, our certificate of incorporation provides that the bylaws, which
include the rules, may only be adopted, amended or repealed with the approval   
of the membership. Proposed amendments to the bylaws may be independently       
recommended by the board of directors for submission to a vote at a special     
meeting of the membership. In addition, 25 or more members have the right to    
petition for the board of directors' approval to call a special meeting of the  
membership for the purpose of voting on amendments to the bylaws. If the board  
of directors does not approve the initial petition, 100 or more members have    
the right to petition for such special meeting and such special meeting will    
then be called by the board of directors or the chairman of the board in        
accordance with the procedures set forth in the certificate of incorporation    
and bylaws, See "--Special Meetings." Proposals to amend the bylaws, including  
the rules, will be adopted if at least 300 votes have been cast at a special    
meeting and a majority of the votes case were in favor of the proposal. This    
process, together with certain other provisions of the bylaws, rules and        
regulations, including those relating to the nomination procedures for elective 
officers and the annual election, constituted what is sometimes referred to as  
the "petition process" of the CBOT membership. This petition process            
effectively vests in the voting membership the authority to adopt, amend and    
repeal bylaws, including the rules, which, together with our certificate of     
incorporation and the regulations, generally govern the rights and obligations  
of the members of the CBOT.                                                     

  Under For-Profit CBOT's bylaws, the board of directors will be authorized to
adopt, amend or repeal bylaws, which will expressly exclude the rules and       
regulations, provided such amendment does not adversely affect certain core     
rights, in which case such amendment would be required to be submitted to a     
vote of the holders of Series B-1 and Series B-2 shares of Class B common       
stock. In addition, stockholders will have the right to submit proposals to     
amend the bylaws to a vote of the stockholders at any annual meeting, subject   
to compliance with the advance notice requirements of the bylaws described      
under "Description of Capital Stock--Other Provisions--Advance Notice           
Procedures" and compliance with the federal securities laws relating to the     
regulation of proxy solicitation, as applicable. Stockholder-initiated          
proposals to amend the bylaws will be adopted only if at least two-thirds of    
the voting power of all of the then-outstanding shares of stock of For-Profit   
CBOT entitled to vote generally in the election of directors, voting together   
as a single class, are voted in favor of the proposal, and any other vote       
required under the certificate of incorporation or the terms of any series of   
preferred stock is obtained. As a result, it will become more difficult for the 
stockholders of For-Profit CBOT to propose and adopt amendments to the bylaws   
of For-Profit CBOT.                                                             

Under our current certificate of incorporation and bylaws, the rules are  
deemed to be part of the bylaws and are therefore subject to the petition       
process described above. Under For-Profit CBOT's certificate of incorporation   
and bylaws, the rules and regulations will not be incorporated into the bylaws  
and the board of                                                                

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directors will have sole and exclusive authority to adopt, amend or repeal      
rules and regulations, provided that such amendments do not adversely affect a  
core right, in which case such amendment would be required to be submitted to a 
vote of the holders of Series B-1 and Series B-2 shares of Class B common       
stock.                                                                          

In connection with the restructuring transactions, the petition process is
being substantially eliminated. The principal exception consists of the         
preservation in the certificate of incorporation of certain core rights         
associated with the trading rights and privileges of Class B common             
stockholders, with respect to which certain special voting rights will be       
vested with the holders of Series B-1 and Series B-2 shares of Class B common   
stock. This is an important aspect of the restructuring transactions, which     
will materially change your rights. Following completion of the restructuring   
transactions, your ability as a common stockholder of For-Profit CBOT to        
participate in the day-to-day management and operations of For-Profit CBOT will 
be significantly reduced as a result of the substantial elimination of the      
petition process.                                                               

  In sharp contrast to the substantial rights of current CBOT members pursuant
to the petition process, following the completion of the restructuring          
transactions, you will have rights more consistent with those of stockholders   
in a publicly held corporation. The substantial elimination of the petition     
process is designed to modernize the corporate governance of For-Profit CBOT in 
order to improve the efficiency of our decision-making process, which is an     
important objective of the restructuring transactions. Since this represents a  
material change to your rights, we urge you to give careful consideration to    
this aspect of the restructuring transactions before voting on the              
restructuring transactions.                                                     

Election of Directors                                                           

Currently, our certificate of incorporation provides that the nominating  
committee will nominate candidates to stand for election to the board of        
directors. In addition, members have the right to petition, which petition must 
be signed by at least 40 members, to nominate other candidates to stand for     
election to the board of directors.                                             

  Under For-Profit CBOT's certificate of incorporation and bylaws, nominations
for directors will be made by the nominating committee of the board of          
directors and may be made by stockholders satisfying the advance notice         
requirements described above under "Description of Capital Stock--Other         
Provisions--Advance Notice Procedures" and elections for directors will be      
conducted by proxy solicitation in connection with an annual meeting of the     
stockholders or a special meeting of stockholders called for such purpose. As a 
result of the advance notice requirements under For-Profit CBOT's bylaws,       
stockholder influence on the nomination process in connection with the election 
of directors will be substantially diminished. In addition, any proxy           
solicitation must be conducted in accordance with the federal securities laws,  
as applicable. Since this represents a material change to your rights, we urge  
you to give careful consideration to this aspect of the restructuring           
transactions before voting on the restructuring transactions.                   

Special Meetings                                                                

Currently, our certificate of incorporation and bylaws provides that 25 or
more members have the right to petition for the board of directors' approval to 
call a special meeting of the membership for the purpose of voting on           
amendments to the bylaws. If the board of directors does not approve the        
initial petition, 100 or more members have the right to petition for such       
special meeting and the such special meeting will then be called by the board   
of directors or the chairman of the board in accordance with the procedures set 
forth in the certificate of incorporation and bylaws. Independently, the board  
of directors or the chairman of the board may call for a special meeting of the 
membership for any purpose to be held at such place, on such date, and at such  
time as they or he or she fix.                                                  

Under For-Profit CBOT's bylaws, special meetings of the stockholders may  
only be called by the chairman of the board, president or by the board of       
directors acting pursuant to a resolution of a majority of the board of         
directors. As a result, stockholders of For-Profit CBOT will not have authority 
to cause the board of                                                           

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directors or chairman of the board to call a special meeting of the             
stockholders for any purpose, including stockholder proposals to amend the      
bylaws. Since this represents a material change to your rights, we urge you to  
give careful consideration to this aspect of the restructuring transactions     
before voting on the restructuring transactions.                                

Annual Meetings                                                                 

Under our current bylaws, the annual meeting of the members is required to
be held on the first Thursday after the third Tuesday in February at 2:30 p.m.  
As a matter of practice, member matters are generally not submitted to a vote   
at such meeting.                                                                

Under For-Profit CBOT's bylaws, an annual meeting will be required to be  
held for the purpose of electing directors and transacting such other business  
as may be properly called come before the meeting at such place, on such date,  
and at such time as the board of directors shall each year fix, provided that   
the date of the annual meeting shall be within 13 months of the last annual     
meeting of stockholders as required by applicable law.                          

Repeal of Certain Rules and Regulations                                         

 In order to implement certain changes to the corporate governance structure
of For-Profit CBOT in connection with the restructuring transactions, certain   
rules and regulations will be repealed or eliminated in their entirety. A       
summary of those rules and regulations that will be repealed or eliminated in   
their entirety in connection with the restructuring transactions is set forth   
in Appendix F to this document, which is entitled, "Status of Certain Current   
CBOT Rules and Regulations as a Result of the Restructuring Transactions." We   
urge you to review this summary carefully before voting on the restructuring    
transactions. Of course, other changes to the rules and regulations not related 
to the restructuring transactions may be implemented from time to time after    
the date of this document in accordance with the provisions of our certificate  
of incorporation, bylaws and rules and regulations.                             

Board of Directors                                                              

Currently, our certificate of incorporation provides that our board of    
directors consists of 18 directors. The certificate of incorporation and bylaws 
of For-Profit CBOT will provide that the current board of directors will        
continue to serve as directors until such time as the board of directors calls  
for a special election, which we expect will occur as soon as reasonably        
practicable following completion of the restructuring transactions. At that     
time, the size of the board will be reduced to nine members. Class A common     
stockholders will elect eight members of a new nine-member board of directors,  
consisting of two independent directors who meet the "independence"             
requirements of For-Profit CBOT, five directors who will be holders of Class B  
common stock and who will meet the membership and eligibility requirements of   
For-Profit CBOT, one at-large director and the chairman of the board of         
directors.                                                                      

Neither the at-large director nor the chairman will be subject to any     
qualifications. However, from and after the special election of directors to be 
held following completion of the restructuring transactions and until the       
second annual meeting of stockholders thereafter, which we currently expect to  
be held in the second or third quarter of 2003, the position of the chairman    
will be held by the person who held the office of chairman of the board of      
directors immediately prior to such election, and such person will not be       
elected by the stockholders but rather will hold the position of the chairman   
by virtue of his holding of the office of chairman of the board of directors.   
This provision is intended to ensure that the current chairman of the board     
will serve as the chairman for a period of time at least equal to the term for  
which he was elected in order to provide for a smooth transition of the         
corporation through the restructuring process. All of the other directors will  
be elected by the stockholders, as will the chairman, commencing with the       
second annual meeting of stockholders following completion of the restructuring 
transactions.                                                                   

Change of Control Provisions                                                    

Currently, our certificate of incorporation, bylaws, rules and regulations
do not contain robust change of control provisions.                             

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  For-Profit CBOT will establish a number of change of control provisions that
may have the effect of encouraging persons considering unsolicited tender       
offers or other unilateral takeover proposals to negotiate with the board of    
directors of For-Profit CBOT rather than pursue non-negotiated takeover         
attempts. These provisions will include, among other things:                    

. a classified or staggered board structure;                                

. advance notice requirements in connection with stockholder meetings;      

. elimination of the ability of stockholders to call stockholder meetings;  

. a prohibition on the ability of stockholders to take action by written    
consent;                                                                

. supermajority stockholder approval requirements in connection with the    
amendment of the bylaws; and                                            

. the application of the provisions of the Delaware anti-takeover statute.  

  In addition, we currently anticipate that, in the event For-Profit CBOT were
to conduct an underwritten public offering in the future, the board of          
directors would be asked to consider, and may adopt, a stockholder rights plan. 
For more information about these provisions, see "Description of Capital        
Stock--Other Provisions." We have no current plan or intention to conduct any   
such offering.                                                                  

These provisions could have the following effects, among others:          

. delaying, deferring or preventing a change of control;                    

. delaying, deferring or preventing the removal of existing management;     

. deterring potential acquirors from making an offer to For-Profit CBOT's   
stockholders; and                                                       

. limiting any opportunity of For-Profit CBOT's stockholders to realize     
premiums over prevailing market or other prices of For-Profit CBOT's    
common stock in connnection with offers by potential acquirors.         

This could be the case notwithstanding that a majority of For-Profit CBOT's     
stockholders might benefit from such a change in control or offer.              

Appraisal Rights                                                                

In transactions generally involving a merger of For-Profit CBOT,          
stockholders of For-Profit CBOT will have the right to dissent and, pursuant to 
a statutory procedure, receive a cash payment equal to the appraised fair value 
of their shares. These rights are currently available to the members of the     
CBOT as a result of its reincorporation in Delaware earlier this year.          

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SHARES ELIGIBLE FOR FUTURE SALE 

Class A Common Stock                                                            

The 39,802,650 shares of our Class A common stock to be distributed in    
connection with the restructuring transactions will be subject to a complete    
restriction on transfer during the 180-day period following their distribution, 
except that stockholders may transfer all, but not less than all, of their      
shares of Class A common stock during this period if all such shares are        
transferred together with the associated share of Class B common stock. After   
expiration of such 180-day period, the shares of Class A common stock will be   
freely tradable without restriction under the Securities Act, except for any    
such shares which may be received by "affiliates" as defined under the          
Securities Act.                                                                 

Class A common stock received in connection with the restructuring        
transactions by "affiliates" may be resold only pursuant to further             
registration under the Securities Act or in transactions that are exempt from   
registration under the Securities Act.                                          

  Sales of substantial amounts of our Class A common stock in the open market,
or the availability of such shares for sale, could adversely affect the price   
of our Class A common stock and/or our other capital stock.                     

You should understand that the Chicago Board Options Exchange has stated  
publicly its view that the exercise right will be terminated for any Full       
Member who sells any of the shares of Class A common stock associated with a    
share of Class B common stock received in the restructuring transactions        
without also selling all of the other shares of Class A common stock and the    
associated share of Class B common stock. While we do not believe that the      
Chicago Board Options Exchange's position is legally valid, we cannot provide   
you any assurances in this regard. Thus, it is possible that the exercise right 
could be terminated or that Full Members could be prevented from exercising the 
right in the future if, following the lapse of restriction on transfer, they    
transfer any of their shares of Class A common stock associated with a share of 
Class B common stock without also transferring all of their other shares of     
Class A common stock and their associated share of Class B common stock.        
Accordingly, if you are a Full Member, you should give careful consideration to 
this matter before deciding to transfer any of your shares of Class A common    
stock without also transferring all of your other shares of Class A common      
stock and your associated Series B-1 share of Class B common stock because the  
Chicago Board Options Exchange has taken the position that such transfer will   
cause the exercise right associated with such Series B-1 share of Class B       
common stock to be extinguished.                                                

For more information, see "Risk Factors--Risks Relating to the            
Restructuring--The Chicago Board Options Exchange Could Be Successful in        
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange, and the Exercise      
Right Could Be Extinguished or Terminated."                                     

Class B Common Stock                                                            

 The 3,639 shares of our Class B common stock to be initially distributed in
connection with the restructuring transactions will not be subject to transfer  
restrictions following the completion of the restructuring transactions, except 
for any such shares which may be received by "affiliates." Such shares will be  
subject to the restrictions described above under "--Class A Common Stock." In  
addition, exercise of the trading rights and privileges associated with shares  
of Class B common stock will be subject to substantially the same application   
and approval process that currently applies to CBOT membership candidates.      

  Under that process, any adult, other than an employee of For-Profit CBOT, of
good character, reputation financial responsibility and credit will be eligible 
to become a member in For-Profit CBOT. Consistent with our present practice, a  
person wishing to exercise trading privileges of For-Profit CBOT will be        
required to agree to be bound by the bylaws, rules and regulations adopted by   
the board with respect to those privileges.                                     

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Sales of substantial amounts of our Class B common stock, including one or
more series, or the availability of such shares for sale, could adversely       
affect the price of our Class B common stock, or one or more series, and/or our 
other capital stock.                                                            

As noted above, the Chicago Board Options Exchange has taken the position 
that the restructuring transactions would extinguish the exercise right of Full 
Members under certain circumstances. In particular, we understand that the      
Chicago Board Options Exchange takes the position that, after the completion of 
the restructuring transactions, the exercise right will be terminated for any   
Full Member who does not hold all shares of common stock received in the        
restructuring transactions, including the 25,000 shares of Class A common stock 
and the single Series B-1 share of Class B common stock. Accordingly, although  
the shares of Class B common stock will generally not be subject to any         
restrictions on transfer, including during the 180-day period described above,  
if you are a Full Member, you should give careful consideration to this matter  
before deciding to transfer your Series B-1 share of Class B common stock       
without all of your associated shares of Class A common stock because the       
Chicago Board Options Exchange has taken the position that such a transfer will 
cause the exercise right associated with such Series B-1 share of Class B       
common stock to expire. As a result, the transferee of such Series B-1 share of 
Class B common stock may not hold the exercise right.                           

For more information, see "Risk Factors--Risks Relating to the            
Restructuring--The Chicago Board Options Exchange Could Be Successful in        
Challenging the "Exercise Right,' Which Allows Our Full Members to Obtain       
Trading Privileges at the Chicago Board Options Exchange and the Exercise Right 
Could Be Extinguished or Terminated."                                           

Series A Convertible Preferred Stock                                            

The shares of Series A convertible preferred stock to be distributed      
pursuant to the Ceres merger in connection with the restructuring transactions, 
as well as shares of Series A convertible preferred stock issued in payment of  
dividends on such shares, will generally be freely tradable without restriction 
under the Securities Act, except for any such shares which may be received by   
"affiliates." Such shares will remain subject to restrictions as described      
above under "--Class A Common Stock."                                           

 Sales of substantial amounts of our Series A convertible preferred stock in
the open market, or the availability of such shares for sale, could adversely   
affect the price of our Series A convertible preferred stock and/or our other   
capital stock.                                                                  

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 
OF THE RESTRUCTURING TRANSACTIONS 

The following general discussion constitutes the opinion of Kirkland &    
Ellis, tax counsel to the CBOT, as to the material U.S. federal income tax      
consequences of completion of the restructuring transactions, subject to the    
qualifications described below. This opinion is based upon the Internal Revenue 
Code of 1986, as amended, the United States Treasury Department regulations     
promulgated thereunder, judicial authority and current administrative rulings   
and practice now in effect, all of which are subject to change at any time,     
including with possible retroactive effect, or different interpretations. This  
opinion does not discuss all aspects of U.S. federal income taxation that may   
be relevant to a particular CBOT member in light of such member's particular    
circumstances or to CBOT members subject to special treatment under the U.S.    
federal income tax laws, and this opinion does not discuss any aspects of       
state, local or foreign tax laws.                                               

In issuing rulings to other exchanges involved in the process of          
demutualization, we understand that the Internal Revenue Service has adopted    
the position that:                                                              

. the equity component of a membership or stock is to be treated as         
 separate property from the trading rights associated with that membership
or stock so that the demutualization will be treated, in effect, as two 
exchanges, an exchange of the equity components and an exchange of the  
trading rights; and                                                     

. the taxability of each exchange must be tested under the relevant         
provisions of the Code applicable to the particular property rights.    

Thus, we understand that, under this IRS position, the exchange of the equity   
components will be tested for tax-free status under the corporate               
reorganization or corporate formation provisions, as applicable, and the        
exchange of the trading rights will be treated as taxable or not based on       
whether there is any significant modification in the legal rights associated    
with those rights under Code Section 1001, which provides for recognition of    
gain or loss on the sale or exchange of property. The IRS has not taken a       
position on whether, even if there is a significant modification of the trading 
rights, the exchange would nevertheless constitute a tax-free exchange of like- 
kind property under Code Section 1031.                                          

Based upon the foregoing, it is the opinion of Kirkland & Ellis that:     

. No gain or loss will be recognized by a member with respect to the        
receipt of Class A common stock and Class B common stock, including any 
 associated right to trade on the CBOT. The IRS may take the position that
the Chicago Board Options Exchange exercise right represents a separate 
trading right from that relating to the right to trade on the CBOT      
itself. Kirkland & Ellis expresses no conclusion as to the tax treatment
of the Chicago Board Options Exchange exercise right.                   

. If the foregoing exchanges do not result in the recognition of gain or    
loss, the aggregate basis in a member's current membership will carry   
over to the property received and must be allocated to the various      
components. If the equity rights and the trading rights are treated as  
separate property for tax purposes, the basis in the equity rights will 
 be allocated among the equity rights received in proportion to their fair
market values, and the basis in the existing trading rights will carry  
over to the basis of the trading rights received. It is not entirely    
clear how basis will be allocated between trading rights and equity     
rights because no separate market exists for those property rights.     
 Members who intend to sell some but not all of their stock should consult
their own tax advisors.                                                 

. The holding period of the Class A common stock, Class B common stock and  
the trading rights and privileges received by a member will include the 
 period for which such person's current membership has been held, provided
that such membership is held as a capital asset on the date of the      
distribution of For-Profit CBOT stock.                                  

. The CBOT will not recognize any gain or loss upon its conversion to a     
for-profit stock corporation.                                           

It is a condition to the CBOT's obligation to complete the restructuring  
transactions that it receive a private letter ruling from the IRS, in form and  
substance satisfactory to our board of directors, generally to the              

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effect that the restructuring transactions will have the foregoing effects. An  
opinion of counsel will not satisfy this condition. The CBOT filed a request    
for the ruling with the IRS on February 1, 2001. Because of the novelty and     
complexity of the restructuring transactions, it is unclear at this time        
whether the IRS will issue a favorable ruling or, if the IRS is willing to      
issue a ruling, when the ruling will be received. Because none of the other     
exchanges in the process of demutualization has presented the IRS with facts    
identical to those of the CBOT or the restructuring transactions described in   
this document, in particular with respect to either capitalization or the       
Chicago Board Options Exchange exercise right, no assurance can be given that   
the IRS will issue a favorable ruling or, if so, how long it will take to       
obtain such a ruling. Any such ruling would generally be binding on the IRS.    
Although an IRS ruling can be revoked or modified retroactively under some      
extraordinary circumstances, we are not aware of any such circumstances that    
would cause the IRS to revoke or modify any such ruling with respect to the     
restructuring transactions.                                                     

The CBOT currently anticipates that the receipt of Series A convertible   
preferred stock by the limited partners of Ceres pursuant to the reorganization 
of our electronic trading business will be tax-free to such limited partners.   
It is further anticipated that the conversion of the Series A convertible       
preferred stock into Class A common stock of For-Profit CBOT pursuant to its    
terms will also be tax-free, except to the extent of any shares which are       
received for accrued and unpaid dividends on such Series A convertible          
preferred stock. Dividends on the Series A convertible preferred stock paid in  
the form of additional shares of Series A convertible preferred stock will be   
taxable to the same extent as if they were paid in cash.                        

 Because of the complexity of the tax laws, and because the tax consequences
of the restructuring transactions to you may be affected by matters not         
discussed in this section, you are urged to consult your own tax advisor with   
respect to your own particular circumstances and with respect to the specific   
tax consequences of the restructuring transactions to you, including the        
applicability and effect of state, local and foreign tax laws and any proposed  
changes in applicable tax laws.                                                 

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SPECIAL MEETING AND PROXY INFORMATION 

Persons Making the Solicitation                                                 

The proxy solicitation being made pursuant to this document is being      
conducted on behalf of our board of directors.                                  

Time and Place of Special Meeting                                               

The special meeting will be held on       ,           , 2001 at 2:30 p.m.,
Central time, in the Visitor Center Theater, Fifth Floor, at our executive      
offices located at 141 West Jackson Boulevard, Chicago, Illinois 60604.         

Matters To Be Approved                                                          

Full Members and Associate Members are being asked to approve each of the 
following three propositions relating to the restructuring transactions         
described more fully in this document:                                          

 (1) the approval and adoption of the amended and restated certificate
of incorporation, which will facilitate the demutualization of the CBOT and 
modernize certain aspects of our corporate governance structure;            

   (2) the approval and adoption of the amended and restated bylaws, which
will modernize certain other aspects of our corporate governance structure; 
and                                                                         

(3) the approval of all other matters relating to the restructuring 
transactions, including, among other things, the reorganization of our      
electronic trading business.                                                

Although you are being asked to approve each of these three propositions        
separately, each of these propositions is related to, and expressly conditioned 
upon the approval of, the other propositions. This means that we will not take  
any one or more of these actions relating to the restructuring transactions     
without taking all three actions. Accordingly, unless ALL THREE of the          
propositions relating to the restructuring transactions are approved by the     
requisite vote of the members as described in this document, the restructuring  
transactions will NOT have been approved by the members and, accordingly, none  
of them will be completed.                                                      

Eligibility to Vote                                                             

Although this document will be mailed to all members, you are eligible to 
vote at the special meeting only if you were a Full Member or Associate Member  
as of the close of business on        ,      , 2001, which is the record date   
for the special meeting of the membership at which a vote on the restructuring  
transactions will be taken. In accordance with our certificate of               
incorporation, bylaws and rules and regulations, GIMs, IDEMs and COMs are not   
eligible to vote on the restructuring transactions.                             

Available Votes; Required Vote                                                  

On the record date for the special meeting, there were 1,402 Full Members 
and 782 Associate Members. Under our certificate of incorporation, bylaws and   
rules and regulations, each Full Member will be entitled to one vote for each   
Full Membership owned and each Associate Member will have one-sixth of a vote   
for each Associate Membership owned. The restructuring transactions will be     
approved if Full 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, whether in person or by proxy, and at least a majority of the  
votes are cast in favor of all three of the propositions relating to the        
restructuring transactions.                                                     

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  Under our certificate of incorporation, bylaws, rules and regulations, GIMs,
COMs and IDEMs are not entitled to vote on the restructuring transactions.      

Our directors and officers held memberships as of March 16, 2001 entitling
them to cast an aggregate of 18 1/2 votes on the proposal, which would          
represent about 1.2% of the total votes that may be cast.                       

Board Recommendation                                                            

Our board of directors has determined that the restructuring transactions 
are in the best interests of the CBOT and its members and that the              
restructuring transactions are fair to each class of CBOT membership. Our board 
of directors has approved the restructuring transactions and recommends that    
you vote "FOR" approval of the restructuring transactions, including ALL THREE  
of the propositions relating to the restructuring transactions. Unless ALL      
THREE of these propositions are approved, the restructuring transactions will   
NOT have been approved by the members and, accordingly, will NOT be completed.  

Manner of Voting; Costs                                                         

You may vote on the restructuring transactions by attending the special   
meeting in person and registering your vote. You may also vote by completing    
the enclosed proxy ballot and submitting it in accordance with its              
instructions.                                                                   

 In connection with the proxy ballot solicitation, please note the following
instructions:                                                                   

. Please mark the enclosed proxy ballot with respect to each proposition    
and provide your signature, printed name and date where indicated, and  
enclose and seal the completed proxy ballot in the gold envelope        
addressed to the Secretary of the CBOT. Each proxy ballot must be signed
in order to be effective.                                               

. 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 located in the fourth floor
lobby of our offices between the hours of 8:00 a.m. and 2:15 p.m.,      
Central time, on          , 2001.                                       

 You may revoke your proxy at any time before it is voted at the meeting by:

. sending written notice to Paul J. Draths at the Secretary's Office, Board 
of Trade of the City of Chicago, Inc., 141 West Jackson Boulevard,      
Chicago, IL 60604;                                                      

. submitting a later dated proxy; or                                        

. attending the special meeting and voting in person.                       

 Attendance at the special meeting will not automatically revoke your proxy.
All properly executed and unrevoked proxies will be voted at the special        
meeting or at any adjournment of the special meeting.                           

 You may vote "FOR," "AGAINST" OR "ABSTAIN" in the vote on the restructuring
transactions. You should understand that an abstention will not have the legal  
effect of voting against the proposal but will be relevant to determining       
whether 300 votes have been cast, which is necessary for the proposal to be     
approved. A proxy received without an indication as to how it is to be voted    
will be voted "FOR" the restructuring transactions. A proxy that has more than  
one box marked, e.g., both "FOR" and "AGAINST," will not be counted as a vote   
cast. Your proxy must be received prior to 2:15 p.m., Central time, on          
, 2001 to be counted.                                   

 To obtain a replacement proxy, please call Paul J. Draths, Secretary of the
CBOT, at (312) 435-3500 between the hours of 7:30 a.m. and 4:30 p.m., Central   
time.                                                                           

The cost of soliciting proxies will be borne by us. In addition to        
solicitation by mail, our directors, officers and employees may solicit proxies 
in person or by telephone.                                                      

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LEGAL MATTERS 

  The validity of the shares of Class A common stock, Class B common stock and
Series A convertible preferred stock offered hereby will be passed upon for the 
CBOT by Morris, Nichols, Arsht & Tunnell. Certain legal matters relating to     
U.S. federal income tax considerations in connection with the restructuring     
transactions will be passed upon for the CBOT by Kirkland & Ellis. Kirkland &   
Ellis has in the past represented the CBOT and its board of directors and       
continues to represent the CBOT and its board of directors in connection with   
various matters. Morris, Nichols, Arsht & Tunnell acts as special Delaware      
counsel to the CBOT.                                                            

EXPERTS 

The consolidated financial statements of the Board of Trade of the City of
Chicago, Inc. and Subsidiaries as of December 31, 2000 and 1999 and for each of 
the three years in the period ended December 31, 2000 included in this          
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as 
stated in their report appearing herein and elsewhere in the registration       
statement, which report expresses an unqualified opinion and includes an        
emphasis of a matter regarding the restatement of the 1999 and 1998             
consolidated financial statements by the CBOT to present Ceres as a             
consolidated subsidiary, and have been so included in reliance upon the report  
of such firm given upon their authority as experts in accounting and auditing.  

WHERE YOU CAN FIND MORE INFORMATION 

We have filed with the SEC a registration statement on Form S-4 under the 
Securities Act of 1933, as amended, with respect to the shares of Class A       
common stock, Class B common stock and Series A convertible preferred stock of  
For-Profit CBOT being offered in connection with the restructuring              
transactions.                                                                   

This proxy statement and prospectus, which constitutes a part of the      
registration statement, does not contain all of the information set forth in    
the registration statement. Consistent with the rules and regulations of the    
SEC, some items of information are contained in exhibits to the registration    
statement. Statements made in this proxy statement and prospectus as to the     
content of any contract, agreement or other document filed or incorporated by   
reference as an exhibit to the registration statement are not necessarily       
complete. You should refer to the corresponding exhibit for a more complete     
description of the relevant matter and read all statements in this proxy        
statement and prospectus with due consideration of that exhibit.                

 Following effectiveness of the registration statement, For-Profit CBOT will
be required to file periodic reports and other information with the SEC. The    
SEC filings of For-Profit CBOT are available to the public at the SEC's web     
site at http://www.sec.gov.                                                     

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APPENDIX A

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Independent Auditors' Report..............................................  A-2 

Consolidated Statements of Financial Condition as of December 31, 2000 and      
 1999.....................................................................  A-3 

Consolidated Statements of Income for the Years Ended December 31, 2000,        
 1999 and 1998............................................................  A-4 

Consolidated Statements of Members' Equity for the Years Ended December         
 31, 2000, 1999 and 1998..................................................  A-5 

Consolidated Statements of Cash Flows for the Years Ended December 31,          
 2000, 1999 and 1998......................................................  A-6 

Notes to Consolidated Financial Statements................................  A-7 

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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Members                                           
of the Board of Trade of the City of Chicago, Inc.                              

We have audited the accompanying consolidated statements of financial     
condition of the Board of Trade of the City of Chicago, Inc. and its            
subsidiaries (the "CBOT") as of December 31, 2000 and 1999 and the related      
consolidated statements of income, members' equity and cash flows for each of   
the three years in the period ended December 31, 2000. These consolidated       
financial statements are the responsibility of the CBOT's management. Our       
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with auditing standards generally   
accepted in the United States of America. Those standards require that we plan  
and perform the audit to obtain reasonable assurance about whether the          
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and significant     
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe our audits provide a reasonable basis for    
our opinion.                                                                    

In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of the Board of Trade of the City 
of Chicago, Inc. and its subsidiaries as of December 31, 2000 and 1999, and the 
results of their operations and their cash flows for each of the three years in 
the period ended December 31, 2000 in conformity with accounting principles     
generally accepted in the United States of America.                             

As discussed in Note 1 to the consolidated financial statements, the      
accompanying 1999 and 1998 consolidated financial statements have been          
restated.                                                                       

/s/ Deloitte & Touche LLP                                                       

Chicago, Illinois                                                               
February 14, 2001                                                               
(March 2, 2001 as to Note 13)                                                   

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

December 31, 2000 and 1999
(in thousands)

                                                                [Download Table]

                           ASSETS                               2000     1999  
                           ------                             -------- --------
                                                                               
Current assets                                                                 
  Cash and cash equivalents:                                                   
    Held under deposit and membership transfers.............. $  4,653 $  4,458
    Unrestricted.............................................   23,552   17,991
                                                              -------- --------
      Total cash and cash equivalents........................   28,205   22,449
  Accounts receivable, net...................................   20,920   16,733
  Prepaid expenses and other.................................    3,129    2,927
  Income taxes receivable....................................      127    7,234
                                                              -------- --------
      Total current assets...................................   52,381   49,343
                                                              -------- --------
Property and equipment                                                         
  Land.......................................................   34,234   34,234
  Buildings and equipment....................................  305,922  293,416
  Furnishings and fixtures...................................  153,504  173,677
  Computer software and systems..............................   50,203   26,760
  Construction in progress...................................      938      826
                                                              -------- --------
      Total property and equipment...........................  544,801  528,913
  Less accumulated depreciation and amortization.............  239,745  219,507
                                                              -------- --------
      Property and equipment--net............................  305,056  309,406
Other assets.................................................   14,757   14,630
                                                              -------- --------
Total assets................................................. $372,194 $373,379
                                                              ======== ========


               LIABILITIES AND MEMBERS' EQUITY                                 
               -------------------------------                                 
                                                                               
Current liabilities                                                            
  Accounts payable........................................... $ 17,805 $ 20,087
  Accrued real estate taxes..................................    8,500    8,650
  Accrued pension liabilities................................      844    2,732
  Accrued exchange fee refunds...............................      384    2,205
  Accrued liabilities........................................    7,954    3,236
  Due to CBOT/Eurex Alliance.................................    8,939      -- 
  Funds held for deposit and membership transfers............    4,653    4,458
  Note payable...............................................    9,282      -- 
  Current portion of long-term debt..........................   18,014    6,500
  Other current liabilities..................................      155      408
                                                              -------- --------
      Total current liabilities..............................   76,530   48,276
                                                              -------- --------
Deferred income taxes........................................   28,572   26,755
Long-term debt...............................................   64,286   87,500
Other liabilities............................................   11,486    9,874
                                                              -------- --------
      Total long-term liabilities............................  104,344  124,129
                                                              -------- --------
      Total liabilities......................................  180,874  172,405
Members' equity..............................................  191,320  200,974
                                                              -------- --------
      Total liabilities and members' equity.................. $372,194 $373,379
                                                              ======== ========

See notes to consolidated financial statements

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME 

For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

                                                                [Download Table]

                                                    2000      1999      1998   
                                                  --------  --------  -------- 
                                                                               
Revenues:                                                                      
  Exchange fees.................................. $101,981  $102,545  $112,115 
  Market data....................................   61,060    54,028    53,100 
  Building.......................................   24,530    22,653    21,876 
  Services.......................................   17,848    20,279    16,907 
  Dues...........................................    5,484       389       414 
  Other..........................................    2,016     3,002       826 
                                                  --------  --------  -------- 
    Total revenues...............................  212,919   202,896   205,238 
                                                  --------  --------  -------- 
Expenses:                                                                      
  Salaries and benefits..........................   56,391    64,133    57,991 
  Depreciation and amortization..................   40,013    36,140    33,764 
  Professional services..........................   32,459    32,490    19,924 
  General and administrative expenses............   52,299    50,988    45,267 
  Building operating costs.......................   22,584    23,171    22,572 
  Programs.......................................    3,539     7,280     8,802 
  Other..........................................    8,261       327       --  
                                                  --------  --------  -------- 
    Total expenses...............................  215,546   214,529   188,320 
                                                  --------  --------  -------- 
Income (loss) from operations....................   (2,627)  (11,633)   16,918 
Interest income..................................    1,242     1,052     1,947 
Interest expense.................................    6,773     6,774     7,170 
                                                  --------  --------  -------- 
Income (loss) before income taxes and cumulative                               
 effect of change in accounting principle........   (8,158)  (17,355)   11,695 
Provision (benefit) for income taxes                                           
  Current........................................      133    (1,198)    3,160 
  Deferred.......................................    1,817    (1,697)    1,891 
                                                  --------  --------  -------- 
    Total provision (benefit) for income taxes...    1,950    (2,895)    5,051 
                                                  --------  --------  -------- 
Income (loss) before cumulative effect of change                               
 in accounting principle.........................  (10,108)  (14,460)    6,644 
Cumulative effect of change in accounting                                      
 principle--net of tax benefit of $2,026.........      --      2,920       --  
                                                  --------  --------  -------- 
Income (loss) before minority interest...........  (10,108)  (17,380)    6,644 
Minority interest in (income) loss of                                          
 subsidiaries....................................      --      6,933       (38)
                                                  --------  --------  -------- 
Net income (loss)................................ $(10,108) $(10,447) $  6,606 
                                                  ========  ========  ======== 

See notes to consolidated financial statements

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY

For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

                                                                [Download Table]

                                                     2000      1999      1998  
                                                   --------  --------  --------
                                                                               
BALANCE--Beginning of year........................ $200,974  $211,047  $203,911
Net income (loss).................................  (10,108)  (10,447)    6,606
Capital contributions.............................      454       374       530
                                                   --------  --------  --------
BALANCE--End of year.............................. $191,320  $200,974  $211,047
                                                   ========  ========  ========

See notes to consolidated financial statements

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

For the Years Ended December 31, 2000, 1999 and 1998
(in thousands)

                                                                [Download Table]

                                                    2000      1999      1998   
                                                  --------  --------  -------- 
                                                                               
Cash flows from operating activities:                                          
 Net income (loss)............................... $(10,108) $(10,447) $  6,606 
 Adjustments to reconcile net income (loss) to                                 
  net cash flows from operating activities:                                    
   Cumulative effect of change in accounting                                   
    principle....................................      --      4,946       --  
   Depreciation and amortization.................   40,013    36,140    33,764 
   Loss on disposition of property and equipment.    3,800       220     1,421 
   Deferred income taxes (benefit)...............    1,817    (1,697)    1,891 
   Minority interest in income (loss) of                                       
    subsidiaries.................................      --     (6,933)       38 
   Other.........................................      --        (19)       (5)
 Changes in assets and liabilities:                                            
   Accounts receivable...........................   (4,187)    2,551    (1,411)
   Prepaid expenses and other current assets.....     (202)       28       249 
   Income taxes receivable.......................    7,107       241    (4,489)
   Other assets..................................     (949)   (4,187)   (5,328)
   Accounts payable..............................   (2,282)   (6,058)    4,824 
   Accrued real estate taxes.....................     (150)       97       307 
   Accrued pension liabilities...................   (1,888)      749       178 
   Accrued exchange fee refunds..................   (1,821)    1,448      (114)
   Accrued liabilities...........................    4,718     1,308      (263)
   Due to CBOT/Eurex Alliance....................    8,939       --        --  
   Funds held for deposit and membership                                       
    transfers....................................      195      (862)   (2,208)
   Other current liabilities.....................     (253)      (29)       19 
   Other liabilities.............................    1,612      (187)   (3,152)
                                                  --------  --------  -------- 
     Net cash flows from operating activities....   46,361    17,309    32,327 
                                                  --------  --------  -------- 
Cash flows from investing activities:                                          
 Acquisition of property and equipment...........  (38,497)  (25,165)  (26,985)
 Proceeds from sale of property and equipment....      356       390       --  
 Investment in CBOT/Eurex Alliance...............     (500)      --        --  
                                                  --------  --------  -------- 
     Net cash flows from investing activities....  (38,641)  (24,775)  (26,985)
                                                  --------  --------  -------- 
Cash flows from financing activities:                                          
 Payments of mortgage note and unsecured note....      --        --     (1,662)
 Payment of 1997 revolving credit agreement......  (19,000)   (5,000)   (6,000)
 Proceeds from 2000 secured revolving credit                                   
  agreement......................................    7,300       --        --  
 Note payable....................................    9,282       --        --  
 Capital contributions from members..............      454       374       530 
 Capital contributions from minority interest in                               
  subsidiaries...................................      --        723     3,280 
 Distributions to minority interest in                                         
  subsidiaries...................................      --       (400)   (5,943)
                                                  --------  --------  -------- 
     Net cash flows from financing activities....   (1,964)   (4,303)   (9,795)
                                                  --------  --------  -------- 
Net increase (decrease) in cash and cash                                       
 equivalents.....................................    5,756   (11,769)   (4,453)
Cash and cash equivalents--Beginning of year.....   22,449    34,218    38,671 
                                                  --------  --------  -------- 
Cash and cash equivalents--End of year........... $ 28,205  $ 22,449  $ 34,218 
                                                  ========  ========  ======== 
Cash paid for:                                                                 
 Interest........................................ $  6,166  $  6,797  $  6,943 
 Income taxes.................................... $    --        --      8,917 

See notes to consolidated financial statements

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2000, 1999 and 1998

1. Summary of significant accounting policies                                   

Basis of presentation                                                         

The consolidated financial statements include the accounts of the Board of
Trade of the City of Chicago, Inc., its wholly owned subsidiaries, including    
Electronic Chicago Board of Trade, Inc. ("eCBOT") established in 2000, and its  
controlled subsidiary, Ceres Trading Limited Partnership ("Ceres"), which holds 
a 50% ownership interest in CBOT/Eurex Alliance LLC ("CBOT/Eurex Alliance")     
(collectively, the "CBOT"). The CBOT accounts for its interest in CBOT/Eurex    
Alliance under the equity method. The CBOT's investment in CBOT/Eurex Alliance  
is included in other assets on the Consolidated Statements of Financial         
Condition. All intercompany balances and transactions have been eliminated in   
consolidation.                                                                  

Subsequent to the issuance of CBOT's consolidated financial statements for
the year ended December 31, 1999, management determined that Ceres should have  
been accounted for as a consolidated subsidiary rather than under the equity    
method of accounting. This determination was made based on a reassessment of    
the rights of the limited partners of Ceres and a determination that such       
limited partners do not have rights that allow them to participate in the       
management of Ceres or rights that limit the CBOT's ability to control the      
operations of Ceres. As required by Accounting Principles Board Opinion No. 20, 
the accompanying 1999 and 1998 consolidated financial statements have been      
restated to correct the error in accounting for Ceres and to present Ceres as a 
consolidated subsidiary of the CBOT. A summary of the significant effects of    
the restatement is as follows (in thousands):                                   

                                                                [Download Table]

                                          1999                 1998        
                                   -------------------  -------------------
                                       As                   As             
                                   Previously    As     Previously    As   
                                    Reported  Restated   Reported  Restated
                                   ---------- --------  ---------- --------
                                                                           
Current assets....................  $ 49,838  $ 49,343   $         $       
Total assets......................   366,101   373,379                     
Current liabilities...............    40,998    48,276                     
Total liabilities.................   165,127   172,405                     
Members' equity...................   200,974   200,974                     
Revenues..........................   182,905   202,896   181,978   205,238 
Net income (loss).................   (10,447)  (10,447)    6,606     6,606 

In conjunction with its proposed restructuring plans to demutualize the   
organization, on January 26, 2001 the CBOT filed its Registration Statement     
with the Securities and Exchange Commission.                                    

Operations                                                                    

  The CBOT has experienced losses in 1999 and 2000. In addition, CBOT has debt
obligations coming due in the first half of 2001. As a result of these          
circumstances, management of CBOT has established a plan to improve cash flow   
and working capital. To generate cash earlier in 2001, the CBOT has accelerated 
the period by which member dues are billed and collected, from a quarterly to   
an annual billing cycle, with the 2001 dues payable January 1, 2001. Management 
developed, and the board of directors has approved, the CBOT's operating budget 
for 2001. This plan includes the full year impact of rate increases to exchange 
fees implemented September 1, 2000 and certain reductions to capital and        
operational spending. In addition, the CBOT plans to defer certain              
technological enhancements not deemed crucial to the operation of the open      
outcry system and of the a/c/e system. Trading revenue assumed by the plan is   
based on levels of trading historically experienced by the CBOT, but lower than 
that for 2000.                                                                  

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Use of estimates                                                              

 The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities and  
disclosure of contingent assets and liabilities at the date of the financial    
statements, and the reported amounts of revenue and expenses during the         
reporting period. Actual results could differ from those estimates.             

Property and equipment                                                        

  Property and equipment, excluding land, are reported at historical cost, net
of accumulated depreciation. Land is reported at cost. Computer software and    
systems include purchased and internally developed software. Depreciation is    
computed using the straight-line method over the estimated useful lives of the  
assets as follows:                                                              

                                                                [Download Table]
                                                                          
Buildings and equipment.................................... 10 to 60 years
Furnishings and fixtures...................................  3 to 10 years
Computer software and systems..............................   3 to 5 years

On October 1, 1999, the CBOT, through Ceres, entered into a Software      
Licensing Agreement (the "License") with Deutsche Borse AG and the Swiss Stock  
Exchange for use of software for trading financial derivative products. The     
License continues into perpetuity unless terminated by Ceres and is being       
amortized over 3 years. The cost of such license is included in Computer        
Software and Systems in the Consolidated Statements of Financial Condition.     

Revenue recognition                                                           

 The largest source of the CBOT's operating revenues is exchange fees. These
fees are recognized as revenue in the same period that the trades are made      
through the CBOT.                                                               

The CBOT provides real time and delayed market data information to market 
data vendors regarding the prices of the futures and options on futures         
contracts traded through the CBOT. Fees for market data, which are based on the 
number of subscribers are remitted to the CBOT by market data vendors. The CBOT 
recognizes revenue for market data based on quotation services provided to      
market data vendors on a monthly basis. These revenues are included in Market   
Data in the Consolidated Statements of Income.                                  

 Revenues from the rental of office space is recognized over the life of the
lease term utilizing the straight- line method and is included in Building in   
the Consolidated Statements of Income. All service revenues and other revenues  
are recognized when earned.                                                     

Dues from members are recognized over the assessment period. The CBOT     
assessed dues on a quarterly basis beginning in June 2000. Prior to June 2000,  
dues had been waived by the CBOT as a result of its cash flow and working       
capital position. The waiver of dues by the CBOT in previous periods had no     
impact on the CBOT's billing of annual dues for 2001 on January 1, 2001.        

Other revenue results primarily from fines levied on members and member's 
firms for rule infractions, as determined by CBOT's regulatory committees and   
the board of directors. The fines are recognized as revenue when assessed.      

Income taxes                                                                  

The CBOT and its wholly owned subsidiaries file a consolidated federal    
income tax return. Income taxes are determined using the asset and liability    
method, which requires deferred taxes be adjusted to reflect the tax rates at   
which future taxable amounts will be settled and realized. The provision for    
federal income taxes excludes any amount related to the minority interest's     
portion of income or loss since they are required to report their respective    
shares of income or loss in their individual tax returns.                       

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Cash flows                                                                    

For purposes of the Consolidated Statements of Cash Flows, cash and cash  
equivalents include highly liquid investments with maturities of three months   
or less from date of purchase.                                                  

Long-lived assets                                                             

 Long-lived assets to be held and used by the CBOT are reviewed to determine
whether any events or changes in circumstances indicate that the carrying       
amount of the asset may not be recoverable. The CBOT bases its evaluation on    
such impairment indicators as the nature of the assets, the future economic     
benefit of the assets, any historical or future profitability measurements, as  
well as other external market conditions or factors that may be present. If     
such impairment indicators are present or other factors exist that would        
indicate that the carrying amount of the asset may not be recoverable, the CBOT 
determines whether an impairment has occurred through the use of an             
undiscounted cash flows analysis of assets at the lowest level for which        
identifiable cash flows exist. In the event of an impairment, the CBOT          
recognizes a loss for the difference between the carrying amount and the        
estimated value of the asset as measured using quoted market prices or, in the  
absence of quoted market prices, a discounted cash flow analysis.               

Operating Segments                                                            

Management has identified three reportable operating segments, Exchange   
Trading, Building Services and Electronic Trading. These represent the services 
provided by CBOT. The accounting policies of the segments are the same as       
described in the summary of significant accounting policies. The CBOT evaluates 
segment reporting based on revenues and income from operations.                 

Derivative Instruments Held for Purposes Other Than Trading                   

  The CBOT entered into derivative contracts as a means of reducing the CBOT's
foreign exchange exposures. At inception these contracts were evaluated in      
order to determine if they qualified for hedge accounting treatment and are     
accounted for either on a deferral, accrual or market value basis, depending on 
the nature of the CBOT's hedge strategy and the method used to account for the  
hedged item. Hedge criteria include demonstrating the manner in which the hedge 
will reduce risk, identifying the specific asset, liability or firm commitment  
being hedged, and citing the time horizon being hedged. A monthly evaluation is 
performed to ensure that continuing correlation exists between the hedge and    
the item being hedged.                                                          

Adoption of new accounting policies                                           

In 1999, the CBOT adopted Statement of Position ("SOP") 98-1, "Accounting 
for the Costs of Computer Software Developed or Obtained for Internal Use." SOP 
98-1 provides guidance on accounting for the costs of computer software         
developed or modified for internal use. The adoption of SOP 98-1 did not have a 
material impact on the consolidated financial statements.                       

  In 1999, the CBOT also adopted SOP 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 requires that start-up activities be expensed as          
incurred. Previously, start-up activities were capitalized and amortized on a   
straight-line basis over 60 months. The cumulative effect of this change in     
accounting principle of $2,920,000, net of tax benefit of $2,026,000, is        
reflected in the Consolidated Statement of Income for the year ended December   
31, 1999.                                                                       

Recent accounting pronouncements                                              

Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting 
for Derivative Instruments and Hedging Activities," as amended and interpreted, 
requires recognition of all derivative instruments in the Consolidated          
Statements of Financial Condition as either assets or liabilities and the       
measurement of those instruments at fair value. SFAS No. 133 also requires      
changes in the fair value of the derivative instruments to be recorded each     
period in current earnings or other comprehensive income depending on the       
intended use of the derivatives. If the derivative is designated in a fair-     
value hedge, the changes in the fair value of the                               

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derivative and the hedged item will be recognized in earnings. If the           
derivative is designated in a cash-flow hedge, changes in the fair value of the 
derivative will be recorded in other comprehensive income and will be           
recognized in the Consolidated Statements of Income when the hedged item        
affects earnings. SFAS No. 133 defines new requirements for designation and     
documentation of hedging relationships as well as ongoing effectiveness         
assessments in order to use hedge accounting. For a derivative that does not    
qualify as a hedge, changes in fair value will be recognized in earnings. SFAS  
No. 133 is required to be adopted by the CBOT effective January 1, 2001. The    
CBOT expects that at January 1, 2001, it will record approximately $100,000 as  
a cumulative transition adjustment to earnings relating to derivatives not      
designated as hedges prior to adoption of SFAS No. 133 and to derivatives       
designated in fair-value type hedges prior to adopting SFAS No. 133, and        
approximately $500,000 in other comprehensive income as a cumulative transition 
adjustment for derivatives designated in cash-flow type hedges prior to         
adopting SFAS No. 133.                                                          

Prior year reclassifications                                                  

  Certain reclassifications have been made in prior year amounts to conform to
current year presentations.                                                     

2. Minority Interests in Subsidiaries                                           

Ceres was formed by the CBOT, as general partner, for the purpose of      
engaging in activities related to financial and futures markets. The CBOT,      
through eCBOT, as general partner, holds a 10% interest in, and controls Ceres. 
Furthermore, the limited partners in Ceres do not have restrictive rights that  
would limit the CBOT's ability to control Ceres. Members of the CBOT are        
limited partners of Ceres. Under the terms of the Ceres partnership agreement,  
income and losses are allocated to the general partner and limited partners     
based on their partnership interests. Losses in excess of limited partner       
capital accounts are allocated to eCBOT, as general partner.                    

In 1997, Ceres acquired a 60% interest in Chicago Board Brokerage, LLC    
("CBB"). During 1999, CBB was dissolved. In conjunction with the dissolution of 
CBB, certain liabilities totaling approximately $789,000 were distributed to    
and assumed by the CBOT. The CBOT made full payment in 1999.                    

 Minority interests in subsidiaries includes the limited partners' interests
in Ceres and the minority interest in CBB.                                      

3. Debt                                                                         

Debt at December 31 consisted of the following (in thousands):            

                                                                [Download Table]

                                                   2000    1999    1998  
                                                  ------- ------- -------
                                                                         
Private placement senior notes, due in 2007, at                          
 annual interest rate of 6.81%................... $75,000 $75,000 $75,000
Unsecured revolving credit agreement, due in                             
 2001, at annual interest rate based on LIBOR                            
 (6.13% and 5.11% at December 31, 1999 and 1998,                         
 respectively), plus .3%.........................     --   19,000  24,000
Secured revolving credit agreement, due in 2001,                         
 at an annual interest rate based on LIBOR                               
 (6.6875% at December 31, 2000), plus .625%......   7,300     --      -- 
                                                  ------- ------- -------
    Total........................................  82,300  94,000  99,000
Less current portion.............................  18,014   6,500     -- 
                                                  ------- ------- -------
    Total........................................ $64,286 $87,500 $99,000
                                                  ======= ======= =======

 In August 2000, the CBOT entered into a secured revolving credit agreement,
under which the CBOT had borrowed $7,300,000 at December 31, 2000. The          
borrowing base, secured by certain receivables of the CBOT, will fluctuate      
based on receivable balances. The CBOT used the proceeds to repay the 1997      
unsecured revolving credit agreement. The secured revolving credit agreement    
contains convenants that require, among other things, that the CBOT maintain    
specified levels of minimum net worth and meet defined financial ratios.        

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In March 1997, the CBOT issued through a private placement, $75,000,000 in
6.81% senior notes due in 2007. The CBOT entered into an unsecured revolving    
credit agreement for an aggregate of $50,000,000, maturing in 2001, under which 
the CBOT borrowed $30,000,000. The aggregate commitment under the unsecured     
revolving credit agreement was reduced by 25% each year beginning in March      
1998.                                                                           

During 1999, the CBOT increased the borrowing capacity under its line of  
credit agreement to $30,000,000. At December 31, 1999, there were no amounts    
borrowed under this agreement. The agreement was cancelled in 2000.             

The aggregated amount of principal repayment requirements of the secured  
revolving credit agreement and the private placement senior notes as of         
December 31, 2000 are as follows (in thousands):                                

                                                                [Download Table]
                                         
2001............................. $18,014
2002.............................  10,714
2003.............................  10,714
2004.............................  10,714
2005 and thereafter..............  32,144

  Ceres has agreed to reimburse Deutsche Borse AG and the Swiss Stock Exchange
(collectively "Eurex") $9,282,000 at December 31, 2000 (10.2 million euros) for 
certain software modifications for the a/c/e system. This amount, included in   
note payable in the Consolidated Statements of Financial Condition, is due at   
various dates during the second quarter of 2001. Payment of 3 million euros     
will be due immediately in the event at least 200,000 contracts are traded on   
the a/c/e system for five consecutive days.                                     

4. Income taxes                                                                 

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting  
purposes and the amounts used for income tax purposes. These temporary          
differences result in taxable or deductible amounts in future years.            
Differences between financial reporting and tax bases arise most frequently     
from differences in the timing of expense recognition.                          

 Significant components of the CBOT's deferred tax assets and liabilities as
of December 31, 2000 and 1999 are as follows (in thousands):                    

                                                                [Download Table]

                                                           2000    1999  
                                                          ------- -------
                                                                         
Deferred tax liabilities:                                                
  Depreciation........................................... $28,601 $29,988
  Capitalized interest...................................   2,095   2,146
  Other..................................................   5,659     335
                                                          ------- -------
    Total deferred tax liabilities.......................  36,355  32,469
Deferred tax assets:                                                     
  Employee and retiree benefit plans.....................   3,093   4,032
  Other..................................................   4,690   1,682
                                                          ------- -------
    Total deferred tax assets............................   7,783   5,714
                                                          ------- -------
Net deferred tax liabilities............................. $28,572 $26,755
                                                          ======= =======

The CBOT has not established a valuation reserve at December 31, 2000 and 
1999 as management believes that all deferred tax assets are fully realizable.  

A reconciliation of the statutory federal income tax rate to the effective
income tax rate is as follows:                                                  

                                                                [Download Table]

                                                    2000    1999    1998 
                                                    -----   -----   ---- 
                                                                         
Statutory federal income tax rate.................. (35.0)% (35.0)% 35.0%
State income tax rate, net of federal income tax                         
 effect............................................   1.4    (3.4)   5.1 
Corporate restructuring costs......................  42.3     5.9     -- 
Non-deductible expenses............................   6.5     4.5    3.3 
Other, net.........................................   8.7     0.2   (0.2)
                                                    -----   -----   ---- 
Effective income tax rate..........................  23.9%  (27.8)% 43.2%
                                                    =====   =====   ==== 

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5. Membership                                                                   

At December 31, 2000 and 1999, the membership consisted of the following: 

                                                                [Download Table]

                                                               2000  1999 
                                                               ----- -----
                                                                          
Full memberships.............................................. 1,402 1,402
Associate memberships.........................................   779   770
GIMs..........................................................   174   192
COMs..........................................................   643   643
IDEMs.........................................................   641   641

All classes of membership generally have the same relative characteristics
with the exception of voting and trading rights and member preferences.         

In accordance with the CBOT rules and regulations, the members preferences
in dissolution are commensurate with their class of membership. These           
preferences along with their respective percentages are as follows:             

                                                                [Download Table]

                                                    Preferences Percentage
                                                    ----------- ----------
                                                                          
Full members.......................................      1.0       77.7%  
Associate memberships..............................    0.167       13.0%  
GIMs...............................................     0.11        8.5%  
IDEMs..............................................    0.005        0.4%  
COMs...............................................    0.005        0.4%  
                                                                  ------  
                                                                  100.0%  
                                                                  ======  

 Dues on CBOT memberships were waived for each quarter in 1999 and 1998 as a
result of the CBOT's positive cash flow from operations and working capital     
position. The CBOT reinstated dues on memberships in June 2000.                 

6. Benefit Plans                                                                

Substantially all employees of the CBOT are covered by a noncontributory, 
defined benefit pension plan. The benefits of this plan are based primarily on  
the years of service and the employees' average compensation levels. The CBOT's 
funding policy is to contribute, annually, the maximum amount that can be       
deducted for federal income tax purposes. The plan assets are primarily         
invested in marketable debt and equity securities.                              

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 The following provides a reconciliation of pension benefit obligation, plan
assets, funded status and net periodic benefit expense of the plan as of and    
for the years ended December 31 (in thousands):                                 

                                                                [Download Table]

                                                2000     1999           
                                               -------  -------         
                                                                        
Change in benefit obligation:                                           
  Benefit obligation, beginning of year....... $23,799  $22,676         
  Service cost................................   1,678    1,575         
  Interest cost...............................   1,950    1,604         
  Actuarial loss (gain).......................   1,635     (758)        
  Benefits paid...............................  (2,710)  (1,298)        
                                               -------  -------         
Benefit obligation, end of year............... $26,352  $23,799         
                                               =======  =======         
Change in plan assets:                                                  
  Fair value of plan assets at January 1...... $14,141  $14,521         
  Actual return on plan assets................   1,397      550         
  Company contributions.......................   5,031      368         
  Benefits paid...............................  (2,710)  (1,298)        
                                               -------  -------         
Fair value of plan assets at December 31...... $17,859  $14,141         
                                               =======  =======         
Funded status:                                                          
  Funded status of the plan at December 31.... $(8,493) $(9,658)        
  Unrecognized cost:                                                    
  Actuarial and investment net losses.........   6,664    4,870         
  Prior service cost..........................      10        9         
  Transition obligation.......................    (204)    (409)        
                                               -------  -------         
Accrued benefit cost.......................... $(1,531) $(5,188)        
                                               =======  =======         

                                                2000     1999     1998  
                                               -------  -------  ------ 
                                                                        
The components of net periodic benefit cost                             
 are as follows:                                                        
  Service cost................................ $ 1,678  $ 1,575  $1,073 
  Interest cost...............................   1,950    1,604   1,327 
  Expected return on plan assets..............  (1,397)  (1,306) (1,139)
  Net amortization:                                                     
    Transition asset..........................    (204)    (204)   (204)
    Unrecognized prior service cost...........      (1)      15      15 
    Unrecognized net loss.....................     394      278     --  
                                               -------  -------  ------ 
  Net periodic benefit expense................ $ 2,420  $ 1,962  $1,072 
                                               =======  =======  ====== 

Accrued benefit costs are included in other long-term liabilities on the  
Consolidated Statements of Financial Condition.                                 

  The assumptions used in the measurement of the pension benefit obligation as
of December 31 are as follows:                                                  

                                                                [Download Table]

                                                               2000  1999
                                                               ----  ----
                                                                         
Weighted average discount rate................................ 7.25% 6.5%
Expected return on plan assets................................ 9.0   9.0 
Rate of compensation increase................................. 5.0   5.0 

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 The CBOT has a retiree benefit plan which covers all eligible employees, as
defined. Employees retiring from the CBOT on or after age 55, who have at least 
ten years of service, or after age 65 with five years of service, are entitled  
to postretirement medical and life insurance benefits. The CBOT continues to    
fund benefit costs on a pay-as-you-go basis. These costs totaled approximately  
$80,700, $57,500 and $52,000 for the years ended December 31, 2000, 1999 and    
1998, respectively.                                                             

The following provides a reconciliation of postretirement obligation, plan
assets, funded status and net periodic benefit cost of the plan as of and for   
the years ended December 31 (in thousands):                                     

                                                                [Download Table]

                                                        2000     1999         
                                                       -------  -------       
                                                                              
      Change in benefit obligation:                                           
        Benefit obligation, beginning of year......... $ 3,490  $ 3,468       
        Service cost..................................     238      238       
        Interest cost.................................     285      250       
        Actuarial loss (gain).........................     161     (408)      
        Benefits paid.................................     (85)     (58)      
                                                       -------  -------       
      Benefit obligation, end of year................. $ 4,089  $ 3,490       
                                                       =======  =======       
      Change in plan assets:                                                  
        Fair value of plan assets at January 1........ $   --   $   --        
        Company contributions.........................      85       58       
        Benefits paid.................................     (85)     (58)      
                                                       -------  -------       
      Fair value of plan assets at December 31........ $   --   $   --        
                                                       =======  =======       
      Funded status:                                                          
        Funded status of the plan at December 31...... $(4,089) $(3,490)      
        Unrecognized net gain.........................  (1,035)  (1,252)      
        Unrecognized transition obligation............   1,558    1,688       
                                                       -------  -------       
      Accrued benefit cost............................ $(3,566) $(3,054)      
                                                       =======  =======       


                                                        2000     1999    1998 
                                                       -------  -------  ---- 
                                                                              
      The components of net periodic benefit cost are                         
       as follows:                                                            
        Service cost.................................. $   237  $   238  $169 
        Interest cost.................................     285      250   212 
        Expected return on plan assets................     --       --    --  
        Net amortization:                                                     
          Transition liabilities......................     130      130   130 
          Net gain....................................     (56)     (31)  (96)
                                                       -------  -------  ---- 
      Net periodic benefit cost....................... $   596  $   587  $415 
                                                       =======  =======  ==== 

   Accrued benefit costs are included in other long-term liabilities on the   
Consolidated Statements of Financial Condition.                               

   The assumptions used in the measurement of the postretirement obligation as
of December 31 are as follows:                                                


                                                        2000     1999         
                                                        ----     ----         
                                                                              
      Weighted average discount rate..................  7.25%     6.5%        
      Rate of compensation increase...................   5.0      5.0         

The assumed health care cost trend rate used in measuring the accumulated 
postretirement benefit obligation was 11% in 2000 and 1999 (decreasing by 1%    
per year until a long-term rate of 5% is reached). If the health care cost      
trend rate assumptions were increased by 1%, the accumulated postretirement     
benefit obligation as of December 31, 2000 would be increased by 10%. The       
effect of this change on the sum of the service costs and interest cost would   
be an increase of 11%. If the health care cost trend rate assumptions were      

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decreased by 1%, the accumulated postretirement benefit obligation as of        
December 31, 2000 would be decreased by 8%. The effect of this change on the    
sum of the service costs and interest cost would be a decrease of 11%.          

In addition to the defined benefit plan, the CBOT maintains a qualified   
savings plan pursuant to Section 401(k) of the Internal Revenue Code. The plan  
is a defined contribution plan offered to eligible employees of the CBOT, who   
meet certain length of service requirements and elect to participate in the     
plan. The CBOT will make matching contributions to certain participants based   
on a formula specified by the plan. The cost of these matching contributions    
amounted to approximately $1,368,000, $1,370,000 and $1,268,000 for the years   
ended December 31, 2000, 1999 and 1998, respectively. The CBOT also sponsors a  
nonqualified supplemental pension plan for certain former employees. The        
liability for this nonqualified plan is funded by life insurance policies on    
the lives of the participating employees. The CBOT has established a trust for  
the purpose of administering the nonqualified plan.                             

  The CBOT provides a health plan which provides benefits (hospital, surgical,
major medical and short-term disability) covering full-time salaried employees  
of the CBOT. The plan is self-funded by the CBOT as claims are paid. Employees  
contribute specified amounts to extend coverage to eligible dependents.         

7. Commitments                                                                  

Certain office space, data processing and office equipment are leased.    
Certain of these leases contain escalation clauses. Rental expense for the      
years ended December 31, 2000, 1999 and 1998 was $2,173,000, $2,461,000 and     
$2,902,000, respectively. The future minimum rental payments under              
noncancelable leases in effect as of December 31, 2000, in the aggregate and    
for the next five years, are as follows (in thousands):                         

                                                                [Download Table]
                                         
2001.............................. $  632
2002..............................    287
2003..............................    243
2004..............................    187
2005..............................    144
                                   ------
    Total......................... $1,493
                                   ======

Building revenues relate primarily to the leasing of office and commercial
space, generally for periods ranging from one to five years. Future minimum     
rentals receivable under noncancelable leases in effect as of December 31,      
2000, in the aggregate and for the next five years, are as follows (in          
thousands):                                                                     

                                                                [Download Table]
                                         
2001............................. $22,482
2002.............................  17,831
2003.............................  10,521
2004.............................   5,524
2005.............................   2,134
2006 and thereafter..............   1,739
                                  -------
    Total........................ $60,231
                                  =======

In June 1997, Dow Jones & Company; ("Dow Jones") agreed to license certain
indexes and trademark rights to the CBOT. The initial license fee remitted to   
Dow Jones is being amortized over the term of the agreement and is included in  
other assets on the Consolidated Statements of Financial Condition. The         
agreement, which expires September 30, 2002, requires the CBOT to pay Dow Jones 
annual royalties, based on trading volumes with a minimum annual requirement of 
$2.0 million.                                                                   

The CBOT has established a policy, on Electronic Order Routing Systems    
failure, that the maximum responsibility with respect to all claims from member 
firms and floor brokers in any period of twelve consecutive months is not to    
exceed $3,000,000.                                                              

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  Effective in 2000, Ceres entered into an alliance with Eurex for the trading
of financial derivative products on the a/c/e system. Ceres and Eurex each owns 
50% of CBOT/Eurex Alliance. Ceres and Eurex contributed initial capital to      
CBOT/Eurex Alliance in the amount of $500,000 each. No further capital          
contributions are required pursuant to the terms of our alliance. CBOT/Eurex    
Alliance and Ceres have commitments with Eurex, Deutsche Borse Systems and      
Eurex Frankfort AG for approximately $117 million (120 million euros) as of     
December 31, 2000 to fund the operations of the a/c/e system and additional     
software enhancements. These payments are due at various times through 2003 as  
follows in their approximate U.S. dollar equivalent as of December 31, 2000 (in 
thousands):                                                                     

                                                                [Download Table]
                  
      2001 $36,183
      2002  26,078
      2003  12,770

As of December 31, 2000, the CBOT had paid in the aggregate about $33.7   
million on behalf of the commitments to Eurex, Deutsche Borse Systems and Eurex 
Frankfort AG and accrued about $7.7 million on behalf of the commitments.       
Furthermore, as discussed in Note 3, Ceres has agreed to reimburse Deutsche     
Borse AG and the Swiss Stock Exchange $9,282,000 at December 31, 2000, (10.2    
million euros) for certain software modifications for the a/c/e system. This    
amount is due at various dates during the second quarter of 2001.               

 Certain additional modifications for the a/c/e system developed by Deutsche
Borse AG may be implemented on the a/c/e system for which Ceres has agreed to   
reimburse Deutsche Borse AG in the amount of $9.2 million at December 31, 2000  
(9.8 million euros) payable at various dates between June 30, 2001 and June 30, 
2002. The CBOT currently plans to defer further modifications or updates to the 
a/c/e system.                                                                   

The CBOT has employment agreements with certain members of management. In 
addition, the CBOT entered into an agreement with its former President and      
Chief Executive Officer, dated as of April 14, 2000, whereby his employment     
agreement dated May 18, 1999, was terminated. The agreement sets forth certain  
payments and benefits to include: approximately $1.9 million, paid on May 1,    
2000; $1.4 million, payable on January 1 of each year from 2001 through 2003;   
and certain medical, insurance and pension benefits. These costs are recognized 
in other expense in the Consolidated Statements of Income.                      

8. Foreign Currency Forward Contracts                                           

On September 27, 2000, the CBOT entered into foreign exchange forward     
contracts with a financial institution to hedge its risk of foreign currency    
fluctuations related to certain commitments in Eurodollars to Eurex and related 
entities. The notional amount of these contracts total about $29.0 million with 
exchange rates ranging from .89429 to .91100 and maturities at various dates    
through 2003 which correspond to the terms of the commitments. In December      
2000, the CBOT decided not to pursue, at this time, certain software            
enhancements for the a/c/e system. The CBOT then entered into about $9.8        
million of foreign exchange forward contracts offsetting certain of the         
contracts entered into in September 2000. Gains and losses on the forward       
contracts, which are hedging commitments, are deferred, and totaled a gain of   
about $500,000 at December 31, 2000. A net gain of about $800,000 at December   
31, 2000 on all other forward contracts is recognized currently in earnings and 
is included in other revenue in the Consolidated Statements of Income.          

9. Litigation and Settlement                                                    

The CBOT has been named as a defendant in various lawsuits. Although the  
ultimate outcome of these matters cannot be presently determined, it is the     
opinion of the management of the CBOT that resolution of these matters will not 
have a material adverse effect on the consolidated financial statements.        

 Management believes that the right of Full Members to become members of the
Chicago Board Options Exchange, Inc. ("CBOE") will be preserved after the       
proposed restructuring transactions. The CBOE has filed a proposed rule change  
with the Securities and Exchange Commission whereby this right would be         
terminated upon the occurrence of certain events. The CBOT initiated litigation 
to protect this right and may take additional action to preserve this right.    
Management believes that the outcome of these actions will not have a material  
adverse effect on the consolidated financial statements.                        

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As a result of the CBOT's proposed restructuring transactions, certain    
Associate Members, GIMs, IDEMs and COMs have instituted litigation against      
certain Full Members and a proposed class of all Full Members challenging the   
proposed allocation of shares to the Associate Members, GIMs, IDEMs and COMs.   
Management believes that the complaint is without merit and intends to          
vigorously defend the suit on behalf of the individual defendant Full Members.  
Management further believes that these proceedings will not have any material   
adverse effect on the consolidated financial statements.                        

  In April 1998 and January 1999, CBB was named as a defendant in two lawsuits
that sought to enjoin CBB from using the software under a license agreement     
with Market Data Corporation ("MDC"). In April 1999, CBB entered into           
settlement agreements whereby all claims against CBB were dismissed and CBB     
received $1.0 million from MDC, which is recognized in the Consolidated         
Statements of Income.                                                           

10. Deposits of U.S. Treasury Securities                                        

The rules and regulations of the CBOT require certain minimum financial   
requirements for agricultural regularity and conditions of regularity for       
originators of GNMA collateralized depository receipts, maintenance of capital  
requirements and deposits on pending arbitration matters. To satisfy these      
requirements, firms have deposited U.S. Treasury securities with the CBOT.      
These deposits are not considered assets and                                    
liabilities of the CBOT, nor does any interest earned on these deposits accrue  
to the CBOT. The aggregate market value of these securities was about $15.0     
million as of December 31, 2000 and 1999.                                       

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11. Operating Segments                                                          

The CBOT has three reportable operating segments, the Chicago Board of    
Trade, Inc. ("Exchange Trading"), C-B-T Corporation ("Building Services," a     
wholly owned real estate subsidiary) and Ceres's Electronic Trading Division    
("Electronic Trading"), which maintains the electronic trading system. The CBOT 
evaluates segment performance based on revenues and income from operations.     
Revenues for each segment are based on the type of trading used by the external 
customers, or from tenants of the CBOT's buildings. Intercompany transactions   
between segments have been eliminated. A summary by operating segment follows   
(in thousands);                                                                 

                                                                [Download Table]

                               Exchange Building  Electronic   All             
                               Trading  Services   Trading    Other    Total   
                               -------- --------  ---------- -------  -------- 
                                                                               
Year Ended December 31, 2000                                                   
Revenues:                                                                      
 Exchange fees                 $ 83,789 $    --    $ 18,192  $   --   $101,981 
 Market data                     61,060      --         --       --     61,060 
 Building                           --    24,530        --       --     24,530 
 Services                        17,848      --         --       --     17,848 
 Members' dues                    5,484      --         --       --      5,484 
 Other                              804      --       1,020      192     2,016 
                               -------- --------   --------  -------  -------- 
Total revenues                  168,985   24,530     19,212      192   212,919 
Depreciation and amortization    22,040   13,908      4,065      --     40,013 
Income (loss) from operations    21,836  (11,962)   (12,618)     117    (2,627)
Total assets                    100,531  236,342     35,321      --    372,194 
Capital expenditures              8,248    3,286     26,963      --     38,497 

Year Ended December 31, 1999                                                   
Revenues:                                                                      
 Exchange fees                 $ 83,913 $    --    $ 18,632  $   --   $102,545 
 Market data                     53,962      --         --        66    54,028 
 Building                           --    22,653        --       --     22,653 
 Services                        20,279      --         --       --     20,279 
 Members' dues                      389      --         --       --        389 
 Other                            1,709      --         --     1,293     3,002 
                               -------- --------   --------  -------  -------- 
Total revenues                  160,252   22,653     18,632    1,359   202,896 
Depreciation and amortization    22,100   13,657        117      266    36,140 
Income (loss) from operations     7,743  (14,175)    (2,072)  (3,129)  (11,633)
Total assets                    118,305  244,696     10,356       22   373,379 
Capital expenditures             11,001    5,676      8,488      --     25,165 

Year Ended December 31, 1998                                                   
Revenues:                                                                      
 Exchange fees                 $ 89,365 $    --    $ 22,750  $   --   $112,115 
 Market data                     53,012      --         --        88    53,100 
 Building                           --    21,876        --       --     21,876 
 Services                        16,907      --         --       --     16,907 
 Members' dues                      414      --         --       --        414 
 Other                              404      --         --       422       826 
                               -------- --------   --------  -------  -------- 
Total revenues                  160,102   21,876     22,750      510   205,238 
Depreciation and amortization    19,564   13,305         20      875    33,764 
Income (loss) from operations    34,014  (14,001)     2,448   (5,543)   16,918 
Total assets                    130,585  250,620      7,107   12,659   400,971 
Capital expenditures             20,038    4,122        701    2,124    26,985 

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12. Fair value of financial instruments                                         

The CBOT believes that the carrying amount for certain of its financial   
instruments is a reasonable estimate of fair value. Cash equivalents, accounts  
receivable, prepaid expenses and other, and other assets are carried at amounts 
which approximate fair value. Similarly, liabilities including accounts payable 
and accrued liabilities, current portion of long-term debt, funds held for      
deposit and membership transfers and other liabilities are carried at amounts   
approximating fair value.                                                       

 The carrying value of long-term debt approximates fair value. Fair value is
estimated using discounted cash flow analyses, based on the CBOT's estimated    
incremental borrowing rate on borrowings with similar terms and maturities.     

  The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 2000 and 1999. Although management   
is not aware of any factors that would significantly affect the estimated fair  
value amounts, such amounts have not been comprehensively revalued for purposes 
of these financial statements since that date, and current estimates of fair    
value may differ significantly from the amounts presented herein.               

13. Subsequent Events                                                           

On February 15, 2001, a purchaser of the CBOT's market data filed a       
voluntary bankruptcy petition under Chapter 11. As a result, the CBOT           
established an allowance of about $2,100,000 for amounts receivable from this   
entity.                                                                         

  In February 2001, the CBOT entered into an employment agreement with its new
president as well as amended two employment agreements with current executives  
of the CBOT. The agreements call for, among other incentives and benefits,      
payments in the aggregate of about $3,000,000 during 2001.                      

* * * * * 

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APPENDIX B

PRO FORMA FINANCIAL INFORMATION 
OF BOARD OF TRADE OF THE CITY OF CHICAGO, INC.

INDEX TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

                                                                [Download Table]
                                                                                
Introduction................................................................ B-2

                                                                [Download Table]
                                                                               
Consolidated Statement of Financial Condition for the Year Ended December      
 31, 2000.................................................................. B-3

                                                                [Download Table]
                                                                                
Consolidated Statement of Income for the Year Ended December 31, 2000....... B-4

                                                                [Download Table]
                                                                                
Consolidated Statement of Income for the Year Ended December 31, 1999....... B-5

                                                                [Download Table]
                                                                                
Consolidated Statement of Members' Equity................................... B-6

                                                                [Download Table]
                                                                                
Notes to Condensed Consolidated Financial Statements........................ B-7

B-1 

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UNAUDITED PRO FORMA CONDENSED 
CONSOLIDATED FINANCIAL STATEMENTS 

The following unaudited pro forma condensed consolidated financial        
statements give effect to (i) the issuance of 39,802,650 shares of Class A      
common stock, 1,402 shares of Class B Series B-1 common stock, 782 shares of    
Class B Series B-2 common stock, 170 shares of Class B Series B-3 common stock, 
642 shares of Class B Series B-4 common stock, and 643 shares of Class B Series 
B-5 common stock in connection with the proposed demutualization and conversion 
of membership interests as described elsewhere in this document and (ii) the    
proposed acquisition of the Class A and Class B limited partners' interest in   
Ceres Trading Limited Partnership by the issuance of Series A Convertible       
Preferred Stock, as if they had occurred as of December 31, 2000, for purposes  
of the unaudited pro forma condensed consolidated statement of financial        
condition, and as of the beginning of the years ended December 31, 2000 and     
1999 for purposes of the unaudited pro forma condensed consolidated statements  
of income.                                                                      

The unaudited pro forma information reflects the issuance of 39,802,650   
shares of Class A common stock, 1,402 Class B Series B-1 common stock, 782      
Class B Series B-2 common stock, 170 Class B Series B-3 common stock, 642 Class 
B Series B-4 common stock, and 643 Class B Series B-5 common stock in exchange  
for previously existing membership interests. No cash will be paid of received. 

The unaudited pro forma information also reflects the acquisition of the  
limited partners' interest in Ceres Trading Limited Partnership through the     
issuance of 264,600 shares of Series A Cumulative Convertible Preferred Stock,  
par value $.001 per share for $26,460,000, which represents the value of the    
limited partners' interest as of December 31, 2000. This acquisition will be    
effected through the purchase of the limited partner interests of Ceres Trading 
Limited Partnership at the fair value on the date of the transaction. As there  
are no material changes expected in the operations and business of the Ceres    
Trading Limited Partnership, management believes that the fair value of the     
Ceres Trading Limited Partnership will not change significantly before the date 
of completion of the restructuring transactions. Ceres Trading Limited          
Partnership will be liquidated after the proposed transaction has been          
completed. As of December 31, 2000, there were 3,639 Class A limited            
partnership units and 61 Class B limited partnership units outstanding in Ceres 
Trading Limited Partnership. As of that date, the CBOT held 21 Class A limited  
partnership units representing 0.5% of the outstanding units of that class.     

For purposes of the calculation of net loss per share, the net loss was   
adjusted by the 8% dividend on the Series A Cumulative Convertible Preferred    
Stock. The number of shares used in the calculation of net loss per share is    
based on the Class A and B shares to be issued to the members and are assumed   
to be outstanding from the beginning of the period.                             

The unaudited pro forma condensed consolidated financial statements are   
based on available information and on assumptions management believes are       
reasonable and that reflect the effects of the transactions described above.    
These unaudited pro forma condensed consolidated financial statements are       
provided for informational purposes only and should not be construed to be      
indicative of the CBOT's consolidated financial position or results of          
operations had these transactions been consummated on the dates assumed and do  
not in any way represent a projection or forecast of the CBOT's consolidated    
financial position or results of operations for any future date or period. The  
unaudited pro forma condensed consolidated financial statements should be read  
in conjunction with the audited consolidated financial statements of the CBOT,  
together with the related notes and report of independent auditors, and with    
the information set forth under our "Capitalization," "Management's Discussion  
and Analysis of Financial Condition and Results of Operations" and "Our         
Business".                                                                      

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL CONDITION

December 31, 2000 
(in thousands)

                                                                [Download Table]

                                                              Pro Forma After    
                                                          -----------------------
                                                          Issuance of Acquisition
                                                          Class A and of Interest
                     ASSETS                       Actual   B Shares    in Ceres  
                     ------                      -------- ----------- -----------
                                                                                 
Current assets                                                                   
  Cash and cash equivalents:                                                     
    Held under deposit and membership transfers. $  4,653  $  4,653    $  4,653  
    Unrestricted................................   23,552    23,552      23,552  
                                                 --------  --------    --------  
      Total cash and cash equivalents...........   28,205    28,205      28,205  
  Accounts receivable...........................   20,920    20,920      20,920  
  Prepaid expenses..............................    3,129     3,129       3,129  
  Income taxes receivable.......................      127       127         127  
                                                 --------  --------    --------  
      Total current assets......................   52,381    52,381      52,381  
                                                 --------  --------    --------  
Property and equipment                                                           
  Land..........................................   34,234    34,234      34,234  
  Buildings and equipment.......................  306,860   306,860     306,860  
  Furnishings and fixtures......................  153,504   153,504     153,504  
  Computer software and systems.................   50,203    50,203      50,203  
                                                 --------  --------    --------  
      Total property and equipment..............  544,801   544,801     544,801  
  Less accumulated depreciation and                                              
   amortization.................................  239,745   239,745     239,745  
                                                 --------  --------    --------  
      Property and equipment--net...............  305,056   305,056     305,056  
Other assets....................................   14,757    14,757      14,757  
                                                 --------  --------    --------  
      Total assets.............................. $372,194  $372,194    $372,194  
                                                 ========  ========    ========  

 LIABILITIES, STOCKHOLDERS' EQUITY AND MEMBERS'                                  
                     EQUITY                                                      
 ----------------------------------------------                                  
                                                                                 
Current liabilities                                                              
  Accounts payable.............................. $ 17,805  $ 17,805    $ 17,805  
  Accrued real estate taxes.....................    8,500     8,500       8,500  
  Accrued pension obligation....................      844       844         844  
  Accrued exchange fee rebates..................      384       384         384  
  Accrued liabilities...........................    7,954     7,954       7,954  
  Funds held for deposit and membership                                          
   transfers....................................    4,653     4,653       4,653  
  Current portion of long-term debt.............   18,014    18,014      18,014  
  Due to CBOT/Eurex Alliance....................    8,939     8,939       8,939  
  Other current liabilities.....................    9,437     9,437       9,437  
                                                 --------  --------    --------  
      Total current liabilities.................   76,530    76,530      76,530  
                                                 --------  --------    --------  
Deferred income taxes...........................   28,572    28,572      28,572  
Long-term debt..................................   64,286    64,286      64,286  
Other liabilities...............................   11,486    11,486      11,486  
                                                 --------  --------    --------  
      Total long-term liabilities...............  104,344   104,344     104,344  
                                                 --------  --------    --------  
      Total liabilities.........................  180,874   180,874     180,874  
Cumulative convertible preferred stock..........      --        --       26,460  
Common stock....................................      --         44          44  
Retained earnings...............................      --    191,276     164,816  
Members' equity.................................  191,320       --          --   
                                                 --------  --------    --------  
      Total liabilities, stockholders' equity                                    
       and members' equity...................... $372,194  $372,194    $372,194  
                                                 ========  ========    ========  

The accompanying introduction and notes are an integral part of this Unaudited
Pro FormaCondensed Consolidated Statement of Financial Condition

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2000
(in thousands, except share and per share data) 

                                                                [Download Table]

                                                            Pro Forma After     
                                                          --------------------- 
                                                          Issuance              
                                                          of Class  Acquisition 
                                                          A and B   of Interest 
                                                 Actual    Shares    in Ceres   
                                                --------  --------  ----------- 
                                                                                
Revenues:                                                                       
  Exchange fees...............................  $101,981  $101,981  $   101,981 
  Market data.................................    61,060    61,060       61,060 
  Building....................................    24,530    24,530       24,530 
  Services....................................    17,848    17,848       17,848 
  Dues........................................     5,484     5,484        5,484 
  Other.......................................     2,016     2,016        2,016 
                                                --------  --------  ----------- 
    Total revenue.............................   212,919   212,919      212,919 
                                                --------  --------  ----------- 
Expenses:                                                                       
  Salaries and benefits.......................    56,391    56,391       56,391 
  Depreciation and amortization...............    40,013    40,013       40,013 
  Professional services.......................    32,459    32,459       32,459 
  General and administrative expenses.........    52,299    52,299       52,299 
  Building operating costs....................    22,584    22,584       22,584 
  Programs....................................     3,539     3,539        3,539 
  Other.......................................     8,261     8,261        8,261 
                                                --------  --------  ----------- 
    Total expenses............................   215,546   215,546      215,546 
                                                --------  --------  ----------- 
Income from operations........................    (2,627)   (2,627)      (2,627)
  Interest income.............................     1,242     1,242        1,242 
  Interest expense............................     6,773     6,773        6,773 
                                                --------  --------  ----------- 
Loss before income taxes......................    (8,158)   (8,158)      (8,158)
Provision (benefit) for income taxes                                            
  Current.....................................       133       133          133 
  Deferred....................................     1,817     1,817        1,817 
                                                --------  --------  ----------- 
    Total provision for income taxes..........     1,950     1,950        1,950 
                                                --------  --------  ----------- 
Net loss......................................  $(10,108) $(10,108) $   (10,108)
                                                ========  ========  =========== 
Net loss per share............................                      $     (0.31)
                                                                    =========== 
Shares used in the calculation of net loss per                                  
 share........................................                       39,801,290 
                                                                    =========== 

The accompanying introduction and notes are an integral part of this Unaudited
Pro Forma Condensed Consolidated Statement of Income

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 1999
(in thousands, except share and per share data) 

                                                                [Download Table]

                                                            Pro Forma After     
                                                          --------------------- 
                                                          Issuance              
                                                          of Class  Acquisition 
                                                          A and B   of Interest 
                                                 Actual    Shares    in Ceres   
                                                --------  --------  ----------- 
                                                                                
Revenues:                                                                       
  Exchange fees...............................  $102,545  $102,545  $   102,545 
  Quotations..................................    54,028    54,028       54,028 
  Building....................................    22,653    22,653       22,653 
  Services....................................    20,279    20,279       20,279 
  Dues........................................       389       389          389 
  Other.......................................     3,002     3,002        3,002 
                                                --------  --------  ----------- 
    Total revenues............................   202,896   202,896      202,896 
                                                --------  --------  ----------- 
Expenses:                                                                       
  Salaries and benefits.......................    64,133    64,133       64,133 
  Depreciation and amortization...............    36,140    36,140       36,140 
  Professional services.......................    32,490    32,490       32,490 
  General and administrative expenses.........    50,988    50,988       50,988 
  Building operating costs....................    23,171    23,171       23,171 
  Programs....................................     7,280     7,280        7,280 
  Other.......................................       327       327          327 
                                                --------  --------  ----------- 
    Total expenses............................   214,529   214,529      214,529 
                                                --------  --------  ----------- 
Loss from operations..........................   (11,633)  (11,633)     (11,633)
  Interest income.............................     1,052     1,052        1,052 
  Interest expense............................     6,774     6,774        6,774 
                                                --------  --------  ----------- 
Loss before income taxes and cumulative effect                                  
 of change in accounting principle............   (17,355)  (17,355)     (17,355)
Provision for income taxes                                                      
  Current.....................................    (1,198)   (1,198)      (1,198)
  Deferred....................................    (1,697)   (1,697)      (1,697)
                                                --------  --------  ----------- 
    Total provision for income taxes..........    (2,895)   (2,895)      (2,895)
                                                --------  --------  ----------- 
Loss before cumulative effect of change in                                      
 accounting principle.........................   (14,460)  (14,460)     (14,460)
Cumulative effect of change in accounting                                       
 principle--net of tax benefit of $2,026......     2,920     2,920        2,920 
                                                --------  --------  ----------- 
Net loss before minority interest.............   (17,380)  (17,380)     (17,380)
Minority interest in loss of subsidiaries.....     6,933     6,933        5,225 
                                                --------  --------  ----------- 
Net loss......................................  $(10,447) $(10,447) $   (12,155)
                                                ========  ========  =========== 
Net loss per share............................                      $     (0.36)
                                                                    =========== 
Shares used in the calculation of net loss per                                  
 share........................................                       39,801,290 
                                                                    =========== 

The accompanying introduction and notes are an integral part of this Unaudited
Pro Forma Condensed Consolidated Statement of Income

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BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 
AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED 
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY 

For the Year Ended December 31, 2000
(in thousands)

                                                                [Download Table]

                                                       Pro Forma After         
                                               --------------------------------
                                                        Issuance of            
                                                          Class A   Acquisition
                                                        and Class B of Interest
                                                Actual    Shares     in Ceres  
                                               -------- ----------- -----------
                                                                               
Members' Equity............................... $191,320                        
Stockholders' Equity:                                                          
  Series A Cumulative Convertible Preferred                                    
   stock, $0.001 par value, 10,000,000 shares                                  
   authorized, 264,600 issued and outstanding.      --   $    --     $ 26,460  
  Class A common stock, $0.001 par value,                                      
   99,996,277 shares authorized, 39,802,650                                    
   shares issued and outstanding..............      --         40          40  
  Class B common stock, Series B-1, $0.001 par                                 
   value, 1,402 shares authorized, 1,402                                       
   shares issued and outstanding..............      --          1           1  
  Class B common stock, Series B-2, $0.001 par                                 
   value, 866 shares authorized, 782 shares                                    
   issued and outstanding.....................      --          1           1  
  Class B common stock, Series B-3, $0.001 par                                 
   value, 170 shares authorized, 170 shares                                    
   issued and outstanding.....................      --        --          --   
  Class B common stock, Series B-4, $0.001 par                                 
   value, 642 shares authorized, 642 shares                                    
   issued and outstanding.....................      --          1           1  
  Class B common stock, Series B-5, $0.001 par                                 
   value, 643 shares authorized, 643 shares                                    
   issued and outstanding.....................      --          1           1  
  Additional paid-in capital..................      --        --          --   
  Retained earnings...........................      --    191,276     164,816  
                                               --------  --------    --------  
    Total Stockholders' equity................ $    --   $191,320    $191,320  
                                               ========  ========    ========  

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NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

The Unaudited Proforma Condensed Consolidated Statements of Financial     
Condition reflects such adjustments as necessary, in the opinion of management, 
to reflect the conversion of members' equity to common stock of For-Profit CBOT 
and issuance of 264,600 shares of Series A convertible preferred stock valued   
at $26,460,000 to the limited partners of Ceres in exchange for their limited   
partnership interests based on the December 31, 2000 valuation of Ceres. The    
actual number of shares of Series A convertible preferred stock to be issued    
will be based on the final valuation report of Arthur Andersen relating to the  
valuation of Ceres as of a date reasonably proximate to the date of the         
completion of the Ceres merger.                                                 

  The CBOT has estimated $12,400,000 for expenses to be incurred in connection
with the restructuring transactions. As of December 31, 2000 and 1999, the CBOT 
has recognized $9,857,000 and $1,743,000, respectively, of these expenses in    
the Unaudited Proforma Condensed Consolidated Statements of Income. The balance 
of the estimated expenses to be incurred in connection with the restructuring   
transactions is expected to be expended in the first half of 2001.              

Net loss per share for the year ended December 31 is calculated as follows
(in thousands, except per share amounts):                                       

                                                                [Download Table]

                                                               2000      1999   
                                                             --------  -------- 
                                                                                
Net loss.................................................... $(10,108) $(12,155)
  Less dividends on 8% cumulative convertible preferred                         
   stock....................................................    2,117     2,117 
                                                             --------  -------- 
Loss attributable to common stockholders.................... $(12,225) $(14,272)
                                                             ========  ======== 
Weighted average shares outstanding.........................   39,801    39,801 
                                                             ========  ======== 
Net loss per common share................................... $  (0.31) $  (0.36)
                                                             ========  ======== 

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APPENDIX C-1

FAIRNESS OPINION OF WILLIAM BLAIR & COMPANY, L.L.C. 

                                                                January 16, 2001

The Independent Allocation Committee of the Board of Directors of               
The Board of Trade of the City of Chicago, Inc.                                 
The Board of Directors of the Board of Trade of the City of Chicago, Inc.       
141 West Jackson Blvd.                                                          
Chicago, IL 60604                                                               

Gentlemen:                                                                      

We understand that the Board of Trade of the City of Chicago, Inc. (the   
"CBOT") is to be restructured and demutualized into a for-profit corporation    
with current members owning the for-profit corporation (the "For-Profit CBOT"). 
In connection with the initial proposal for such restructuring and              
demutualization ("Initial Restructuring Proposal") you previously requested,    
and we delivered, our opinion dated May 5, 2000 (the "May 5 Opinion") as to the 
fairness, from a financial point of view, of the allocation of ownership        
described below (the "Allocation") among the members and holders of membership  
interests (the "Members") of the CBOT with respect to their respective          
memberships (the "Memberships").                                                

Subsequent to the delivery of the May 5 Opinion, the Initial Restructuring
Proposal was revised (the "Restructuring") and at your request, on November 21, 
2000, we updated the May 5 Opinion in light of the Restructuring (the "November 
21 Opinion"). You have now requested that we update the November 21 Opinion. In 
the Restructuring, the capital stock of the For-Profit CBOT will consist of     
Class A and Class B common stock (39,805,150 shares and 3,643 shares,           
respectively) and Series A Cumulative Convertible Preferred Stock ("Series A    
Preferred"). Class A shares of common stock will have customary voting (subject 
to the voting rights of the Class B common stock with respect to "core rights"  
as defined in the draft Registration Statement on Form S-4 of the CBOT,         
referred to below), liquidation and dividend rights and will represent          
substantially all of the equity value and voting power of the common stock of   
the For-Profit CBOT. Class A shares of common stock will be issued to each      
member in accordance with the Allocation ratio in respect of his or her         
Membership. Class B shares of common stock will be issued in five series,       
corresponding respectively to the trading rights and privileges of the five     
classes of Membership in the CBOT. One share of Class B common stock will be    
issued to each Member in the series corresponding to his or her Membership. We  
understand that any dividends on shares of common stock must be paid ratably on 
shares of Class A and Class B common stock.                                     

 We understand that, as a result of the Restructuring, the CBOT's electronic
trading operations now conducted by the Ceres Trading Limited Partnership       
("Ceres") will be operated as a wholly-owned subsidiary of For-Profit CBOT      
focused exclusively on electronic trading (the "eCBOT"). Pursuant to this       
reorganization of the CBOT's electronic trading operations, Ceres will be       
liquidated and limited partnership interests in Ceres will be exchanged for     
shares of Series A Preferred of For-Profit CBOT. The fairness of the            
consideration received by the limited partners of Ceres in exchange for their   
partnership interests pursuant to the merger of a wholly owned subsidiary of    
the CBOT with and into Ceres (the "Ceres Merger") and the fairness of the       
consideration received by the Members for their respective Memberships are      
beyond the scope of this opinion, which addresses only the fairness, from a     
financial point of view, of the Allocation on a relative basis among the        
different classes of Members. We have been advised by the Independent           
Allocation Committee of the Board of Directors of the CBOT in reliance upon the 
advice of the Implementation Committee of the Board of Directors of the CBOT    
that, for purposes of rendering this opinion, we may assume that the            
Restructuring will not be effected by means of a liquidation. Please note that  
we have made such assumption and that we have made such assumption without      
independent legal analysis.                                                     

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In connection with our review of the Restructuring and the preparation of 
our opinion herein, we have examined: (a) certain descriptive information       
concerning the Restructuring; (b) the draft dated January 9, 2001 of the        
Registration Statement on Form S-4 of the CBOT relating to the proposed         
issuance of shares of common stock and preferred stock of the For-Profit CBOT;  
(c) the draft dated January 9, 2001 of the Amended and Restated Certificate of  
Incorporation and By-Laws of For-Profit CBOT; (d) various CBOT documents        
including the Board of Trade rules and regulations; (e) various trading and     
financial statistics for the CBOT; (f) certain publicly available information   
regarding terms of certain transactions involving restructurings of exchanges   
comparable to the CBOT and the allocation of value; (g) presentations provided  
to the CBOT by consultants and financial and legal advisors; (h) letters to the 
CBOT from various members regarding the Restructuring; (i) information          
regarding the historical trading prices of Memberships; and (j) certain other   
information regarding the CBOT and its operations. We have also held            
discussions of the foregoing with current and former members of the senior      
management of the CBOT and of the various classes of Members, have considered   
other matters which we have deemed relevant to our inquiry and have taken into  
account such accepted financial and investment banking procedures and           
considerations as we have deemed relevant.                                      

Furthermore, in connection with our review of the Restructuring and the   
preparation of our opinion herein, we have assumed that: (a) there will not be  
any transaction (including any business combination) with the Chicago Board     
Options Exchange (the "CBOE"); in this connection, we understand that prior     
discussions between the CBOT and the CBOE of a possible business combination    
have terminated; and (b) all existing trading rights and privileges and the     
CBOE exercise right of Full Members will remain intact following the            
Restructuring; in this connection, we note that CBOE has stated publicly its    
view that, if consummated, the Restructuring would extinguish the exercise      
right, and has also stated most recently in a filing with the SEC that the      
exercise right will be terminated under certain conditions.                     

In rendering our opinion, we have assumed and relied, without independent 
verification, upon the accuracy and completeness of all the information         
examined by or otherwise reviewed or discussed with us for purposes of this     
opinion. We have not made or obtained an independent valuation or appraisal of  
the assets, liabilities or solvency of the CBOT. We were not requested to, and  
did not, participate in the structuring of the Restructuring nor were we asked  
to consider, and our opinion does not address, the relative merits of the       
Restructuring as compared to any alternative business strategies that might     
exist for the CBOT or the effect of any other transaction in which the CBOT     
might engage. Our opinion herein is based upon economic, market, financial and  
other conditions existing on, and other information disclosed to us as of, the  
date of this letter. It should be understood that, although subsequent          
developments may affect this opinion, we do not have any obligation to update,  
revise or reaffirm this opinion except as provided in the letter agreement      
between William Blair & Company and the Independent Allocation Committee dated  
March 8, 2000 and any amendments thereto.                                       

 William Blair & Company has been engaged in the investment banking business
since 1935. We have acted as the investment banker to the Independent           
Allocation Committee in connection with the Restructuring and have received a   
fee from the CBOT for our services. In addition, the CBOT has agreed to         
indemnify us against certain liabilities arising out of our engagement.         

Our investment banking services and our opinion were provided for the use 
and benefit of the Independent Allocation Committee of the Board of Directors   
and the Board of Directors of the CBOT in connection with the Restructuring of  
the CBOT. Our opinion is limited to the fairness, from a financial point of     
view, to the Members of the CBOT of the Allocation of shares of Class A common  
stock in respect of their Memberships in connection with the Restructuring as   
described below, and we do not address the merits of the underlying decision by 
the CBOT to engage in the Restructuring and this opinion does not constitute a  
recommendation to any Member as to how such Member should vote with respect to  
the Restructuring. It is understood that this letter may not be disclosed or    
otherwise referred to without prior written consent, except that the opinion    
may be included in its entirety in a proxy statement and prospectus mailed to   
the Members by the CBOT in connection with the Restructuring.                   

 In arriving at our conclusion, we have considered various methodologies for
allocating the shares of Class A common stock in For-Profit CBOT. We have       
concluded that an allocation methodology that takes into                        

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account a combination of factors rather than a single factor is appropriate,    
and that such combination of factors should include, with respect to each of    
the five classes of Members: (a) relative liquidation rights; (b) relative      
voting rights; (c) the allocation made in respect of each class of Membership   
in connection with the formation of Ceres; (d) the market values of             
Memberships; and (e) the contract volumes for which each class of Membership    
has been responsible on a historical basis. In arriving at our conclusion, we   
have attached greater importance to liquidation rights, voting rights and the   
allocation made in respect of each Membership in connection with the formation  
of Ceres.                                                                       

Based upon and subject to the foregoing, it is our opinion that the       
Allocation to Members of shares of Class A common stock in For-Profit CBOT in   
respect of their Memberships in connection with the Restructuring in the ratio  
of 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full, Associate, GIM, IDEM and COM     
Membership, respectively, is fair, from a financial point of view to each of    
the five classes of Members.                                                    

                     Very truly yours,

                                       /S/ WILLIAM BLAIR & COMPANY, L.L.C.
                                         -------------------------------------
                                   WILLIAM BLAIR & COMPANY, L.L.C.

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APPENDIX C-2

FAIRNESS OPINION OF ARTHUR ANDERSEN LLP 

Boards of Directors                                                             
Board of Trade of the City of Chicago, Inc.                                     
Electronic Chicago Board of Trade, Inc.                                         
c/o                                                                             
Ms. Carol A. Burke                                                              
Executive Vice President and                                                    
General Counsel                                                                 
Chicago Board of Trade                                                          
141 West Jackson Boulevard                                                      
Chicago, Illinois 60604                                                         

January 16, 2001                                                                

Ladies and Gentlemen:                                                           

You have asked us to advise you with respect to the fairness from a       
financial point of view to the Ceres Trading Limited Partnership ("Ceres") and  
each class of the limited partners of Ceres of the consideration to be received 
by each limited partner of Ceres in exchange for their respective limited       
partnership interest pursuant to the Transaction (as defined below). We         
understand that Ceres is a Delaware limited partnership, having five classes of 
limited partners: Class A-1, Class A-2, Class A-3, Class A-4 and Class B. We    
also understand that the Electronic Board of Trade, Inc. ("eCBOT"), a wholly    
owned subsidiary of the Board of Trade of the City of Chicago, Inc. (the        
"CBOT"), is the general partner of Ceres.                                       

We understand that the CBOT is to be restructured pursuant to a series of 
transactions (collectively, the "Restructuring") that generally involve (i) the 
demutualization of the CBOT into a for-profit corporation ("For-Profit CBOT"),  
with the members of the CBOT receiving shares of common stock of For-Profit     
CBOT in respect of their memberships in the CBOT; (ii) the modernization of the 
corporate governance mechanism of the CBOT pursuant to, among other things,     
changes to the certificate of incorporation, bylaws and rules and regulations   
of the CBOT; and (iii) the reorganization and consolidation of the electronic   
trading business of the CBOT, part of which is currently operated by Ceres,     
into eCBOT.                                                                     

We also understand that, as part of the reorganization of the electronic  
trading business of the CBOT in connection with the Restructuring, a newly      
formed corporate subsidiary of For-Profit CBOT will merge with and into Ceres,  
with Ceres as the surviving entity (the "Transaction"). As a result of the      
Transaction, eCBOT will remain the general partner of Ceres and the For-Profit  
CBOT will become a limited partner of Ceres. Following the Transaction, Ceres   
will liquidate and its assets will be distributed to For-Profit CBOT and eCBOT  
pursuant to the terms of the Amended and Restated Agreement of Limited          
Partnership of Ceres. Pursuant to the Transaction, each limited partnership     
interest in Ceres (other than any limited partnership interests then held by    
For-Profit CBOT or any of its affiliates) will be exchanged for a number of     
shares of the 8% Series A Cumulative Convertible Preferred Stock (the "Series A 
Convertible Preferred Stock") of For-Profit CBOT. The number of shares of       
Series A Convertible Preferred Stock that will be issued in exchange for each   
limited partnership interest will be determined by the Boards of Directors of   
the CBOT and eCBOT by dividing:                                                 

a) That partnership interest's allocable portion of the value of Ceres as   
presented in the valuation report regarding the value of Ceres and the
 partnership interests in Ceres, to be delivered as of a date reasonably
proximate to the consummation of the Transaction,                     

by                                                                        

b) the liquidation preference of $100 per share of Series A Convertible     
Preferred Stock.                                                      

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In connection with our analysis, you have furnished us with certain       
documents and other information concerning the Ceres and the CBOT, as we        
requested. We have performed such investigations and analyses as we considered  
appropriate. Among other items we have considered, we have:                     

1) Read current and historical financial information including Ceres        
Consolidated Statements of Financial Position year-to-date for the    
period ended August 31, 2000 (unaudited), Ceres and CBOT First Quarter
Financial Report 2000 for the quarter ended March 31, 2000 (audited), 
Ceres and CBOT Consolidated Financial Statements for the year ended   
  December 31, 1999 (audited), Ceres Consolidated Financial Statements for
 the years ended December 31, 1992, 1993, 1994 1995, 1996, 1997 and 1998
(audited), CBOT Annual Reports for the years ended December 31, 1995, 
1996, 1997, 1998, and 1999 including financial statements (audited),  
Ceres monthly reports of revenues and expenses for each month, January
 through October, of fiscal year 2000 (unaudited), Summary of Obligation
 and Payments to DBS Group for the Eurex software as of October 31, 2000
(unaudited);                                                          

2) Read certain publicly available business and financial information       
relating to Ceres and the CBOT including Press Releases and public    
information extracted from CBOT's website;                            

3) Read certain internal financial and operating information provided by    
management, including Member Trading Volume for the Quarters Ending   
March 31, 1999, June 30, 1999, September 30, 1999, December 31, 1999, 
March 31, 2000 and Trailing Five-Quarter Average for Class B partners,
Volume Report: CBOT Exchange Fees System, Ceres CTI Volume Report for 
 Agriculture and Financials by firm number sequence for the year-to-date
through March 31, 1999, last three months for June 30, 1999, September
30, 1999, and December 31, 1999, and year-to-date through March 31,   
2000, Ceres CTI Volume Report for Agriculture and Financials by firm  
number sequence for the year-to-date through August 31, 2000, Ceres   
  Class B Units for the year ended December 31, 1999, CBOT Class B Capital
Balance Summary;                                                      

4) Researched and analyzed data for certain other companies, the securities 
of which are publicly traded, which we believe may be similar or      
comparable to the proposed terms of the 8% Series A Cumulative        
Convertible Preferred Stock;                                          

5) Held meetings and discussions with management and senior personnel to    
discuss the business, operations, assets, historical financial results
and future prospects of For-Profit CBOT;                              

6) Considered the investment in technology made by Ceres for the fiscal     
years ended December 31, 1997, 1998, 1999 and the interim through     
November 30, 2000 to establish an electronic trading system;          

7) Performed a discounted cash flow analysis of potential income generating 
scenarios for Ceres based upon independent research and input from    
management;                                                           

8) Read various agreements related to Ceres, the CBOT, a/c/e, and Eurex     
from a financial point of view including the Ceres Trading Limited    
  Partnership Second Amended and Restated Agreement of Limited Partnership
dated as of September 8, 1997, Amended and Restated CBOT/Ceres License
Agreement dated May 15, 1998, Electronic Trading Division Expense     
 Agreement for CBOT/Ceres dated May 29, 1998, Implementation Regulations
of Eurex Deutschland and Eurex Zurich Concerning Technical Equipment  
dated September 6, 1999, Alliance Agreement between CBOT, Ceres,      
  Deutsche Borse, Swiss Stock Exchange, Eurex Zurich, Eurex Frankfurt, and
Eurex Deutschland dated October 1, 1999, Software License Agreement   
between CBOT, Ceres, Deutsche Borse, and Swiss Stock Exchange dated   
 October 1, 1999, the December 31, 1999 Unanimous Written Consent of the
Supervisory Board of CBOT/Eurex Alliance, LLC, Interim Agreement for  
Ceres, JV, and DBS dated January 15, 2000, the July 27, 2000          
 Confirmation of Rights Agreement, the April 13, 2000 Market Supervision
Services Agreement, Master Software Development Agreement, and Systems
Operations Agreement and Supporting Documents;                        

9) Considered the financial terms of certain recent business combination    
transactions in the securities and futures exchange industry; and     

10) Conducted such other studies, analyses, inquiries and investigations as   
we deemed appropriate.                                                

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In our analysis and in formulating our opinion, we have assumed and relied
upon the accuracy and completeness of all the financial and other information   
provided to us or publicly available, and we have not assumed any               
responsibility for the independent verification of such information. We have    
further relied upon the assurances of management of Ceres and the CBOT that     
they are unaware of any facts that would make the information provided to us    
incomplete or misleading in any material respect. We have assumed, with your    
consent, that the financial forecasts and projections provided to us by Ceres   
and/or the CBOT, if any, were prepared in good faith and on a basis reflecting  
the best currently available judgments and estimates of management. We have not 
prepared an independent evaluation of the software, systems architecture,       
network capability, etc. of the technology assets held by the Company. We       
express no view whatever as to the federal, state or local tax consequences of  
the Transaction.                                                                

Our services to the Company in connection with the Transaction have been  
comprised solely of financial advisory services and not accounting, audit,      
legal or tax services. Without limiting the foregoing, our services with        
respect to the Transaction do not constitute, nor should they be construed to   
constitute in any way, a review or audit of or any other procedures with        
respect to any financial information nor should such services be relied upon by 
any person to disclose weaknesses in internal controls, financial statement     
errors or irregularities, or illegal acts or omissions of any person affiliated 
with the Transaction. Our opinion is necessarily based on economic and market   
conditions and other circumstances as they exist and can be evaluated by us on  
the date hereof.                                                                

We have not acted as financial advisor to the CBOT, eCBOT or Ceres in     
connection with the Transaction other than in connection with rendering this    
opinion and in connection with estimating the fair market value of Ceres and    
the partnership interests in Ceres for consideration by the Boards in effecting 
the Transaction. Additionally, we have not been authorized to and have not      
solicited alternative offers for Ceres or its assets, or investigated any other 
alternative transactions that may be available to Ceres. It is our              
understanding that none of the CBOT, eCBOT or Ceres has solicited or received   
any offers for Ceres or its assets. Our opinion does not address nor shall it   
be construed to address the underlying business decision to effect the          
Transaction. We have performed and continue to perform various internal         
accounting and tax services unrelated to the Transaction for Ceres and/or the   
CBOT and have received customary fees for the rendering of such services.       

It is understood that this letter is solely for the benefit and use of the
Boards of Directors of the CBOT, eCBOT and Ceres in their consideration of the  
Transaction and may not be relied upon by any other person, used for any other  
purpose or reproduced, disseminated, quoted or referred to at any time, in any  
manner or for any purpose without our prior written consent with the exception  
of its inclusion in the United States Securities and Exchange Commission, Form  
S-4 Registration Statement related to the Restructuring, including, among other 
things, the Transaction. This letter does not constitute a recommendation to    
any member with respect to whether to vote in favor of the Restructuring or     
take any other action in connection with the Restructuring or otherwise, and    
should not be relied upon by any member as such.                                

Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that as of the date hereof, 
the consideration to be received by each limited partner of Ceres in exchange   
for their respective limited partnership interests pursuant to the Transaction, 
is fair, from a financial point of view, to Ceres and each class of the limited 
partners of Ceres.                                                              

ARTHUR ANDERSEN LLP                                                             
/S/ ARTHUR ANDERSEN LLP                                                         

CHICAGO, ILLINOIS                                                               
JANUARY 16, 2001                                                                

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APPENDIX C-3

PRELIMINARY VALUATION ANALYSIS OF ARTHUR ANDERSEN LLP 

Board of Trade of the City of Chicago, Inc.                                     
Electronic Chicago Board of Trade, Inc.                                         
Members of the Boards of Directors                                              
c/o                                                                             
Board of Trade of the City of Chicago, Inc.                                     
141 West Jackson Blvd.                                                          
Chicago, Illinois 60604-2994                                                    

Attn: Carol A. Burke, Executive Vice President and General Counsel              

February 28, 2001                                                               

Ladies and Gentlemen:                                                           

We have completed our valuation analysis of the Ceres Trading Limited     
Partnership ("Ceres") and the limited partnership interests in Ceres as of      
December 31, 2000. The objective of our analysis was to provide our opinion of  
the fair market value of Ceres and each of the underlying limited partnership   
interests as of December 31, 2000 in connection with the proposed restructuring 
transactions. We understand that a wholly owned affiliate of the Board of Trade 
of the City of Chicago, Inc. ("CBOT"), Electronic Chicago Board of Trade, Inc.  
("eCBOT"), is the General Partner of Ceres and that the results of our analysis 
will be used to assist CBOT and eCBOT in considering a proposed merger          
transaction in connection with the restructuring transactions. Specifically, we 
understand that our analysis will be used to assist the Boards of Directors of  
CBOT and eCBOT with regard to the use of the Series A convertible preferred     
stock of For-Profit CBOT as merger consideration and the allocation of the      
Series A convertible preferred stock among the Ceres limited partners pursuant  
to the Ceres merger.                                                            

Arthur Andersen LLP does not make specific recommendations to buy or sell;
our work is designed to provide information that will assist you in making an   
informed decision. We confirm that our services as described herein do not      
present a conflict of interest. We have performed and continue to perform       
various accounting and tax services for the CBOT that are unrelated to the      
restructuring transactions and we have received customary fees for such         
services. No portion of our fee was contingent upon the completion of the Ceres 
merger or the conclusion reached in our analysis. Our valuation analysis and    
conclusion are subject to the attached Statement of General Assumptions and     
Limiting Conditions.                                                            

Definition of Value                                                             

  The basis of value in our analysis is fair market value, which is defined as
the amount at which property would change hands between a willing buyer and a   
willing seller when neither is acting under compulsion and when both have       
reasonable knowledge of the relevant facts.                                     

Scope of the Analysis and Methodology                                           

We considered a broad scope of information, both internal and external to 
Ceres, considered various approaches to estimating value, prepared independent  
analyses and considered appropriate documents including the Ceres Second        
Amended and Restated Agreement of Limited Partnership dated as of September 8,  
1997 (the "Agreement"). We considered various valuation approaches, including   
an income approach, market approach and net asset approach.                     

 Income Approach. The income approach measures the value of an entity by the
present value of its future economic benefits. Value indications are developed  
by discounting expected cash flows to their present value at a rate of return   
that incorporates the time value of funds and the risks associated with the     
particular investment. The discount rate selected is based on rates of return   
available from alternative investments of similar type and quality as of the    
valuation date.                                                                 

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  Market Approach. The market approach measures the value of an entity through
an analysis of recent transactions or offerings of comparative entities. These  
entities may be companies whose stock is actively traded or private companies   
acquired in transactions for which the terms are known to us. Consideration is  
given to the financial condition and operating performance of the entity being  
appraised relative to those of the selected guideline companies operating in    
the same or a similar line of business, and which are potentially subject to    
corresponding economic, environmental, and political factors. The guideline     
companies would be considered reasonable investment alternatives.               

Cost or Net Asset Approach. The cost or net asset approach measures the   
value of an entity by the net aggregate fair market value of the entity's       
underlying assets. Application of this approach entails a restatement of the    
balance sheet of the enterprise, substituting the fair market value of its      
assets and liabilities for their recorded values as stated on their financial   
statements. This approach is frequently used in valuing holding companies or    
capital intensive firms.                                                        

We considered the three approaches described above and concluded that the 
fair market value of Ceres is best determined by the net asset approach. As of  
the date of valuation, the assets of Ceres consisted of its interest in the     
a/c/e system software and in CBOT/Eurex Alliance, L.L.C. and its various        
licensing agreements related to electronic trading support for the CBOT.        

In arriving at our conclusions, we made the following assumptions:        

. The CBOT transitioned from the Project A platform to the a/c/e system on  
or about August 27, 2000.                                               

. The a/c/e system is deemed to be state-of-the-art by the CBOT and the     
Project A platform, as a local-area network platform, is no longer      
competitive. Therefore, the a/c/e system is valuable and the Project A  
platform is obsolete.                                                   

. Except for order routing software to be financed and owned by the CBOT,   
Ceres owns the rights to the a/c/e system software pursuant to its      
alliance agreements with Deutsche Borse AG and the Swiss Stock Exchange.

. Ceres has, both directly and indirectly, in accordance with its 50        
percent ownership in CBOT/Eurex Alliance, L.L.C., incurred costs        
associated with certain a/c/e system modifications and, through December
 31, 2000, these expenditures totaled $43,346,257. Additionally, purchases
of computer software and systems related to the a/c/e system in the     
 amount of $30,953,934 were capitalized by Ceres, as of December 31, 2000.

. The CBOT intends to reorganize and consolidate its electronic trading     
business into its wholly owned eCBOT subsidiary in connection with the  
restructuring transactions. As a result, it would be necessary for For- 
Profit CBOT to acquire, directly or indirectly, all limited partnership 
interests in Ceres currently held by the members of the CBOT.           

. The Ceres limited partnership agreement provides that eCBOT, as general   
partner, may dissolve Ceres at will.                                    

. The Ceres limited partnership agreement states that, upon dissolution of  
Ceres, the assets of Ceres shall be liquidated and the proceeds shall be
distributed to the partners of Ceres in accordance with their capital   
accounts and the balance, if any, in accordance with their percentage   
interests.                                                              

We considered that rights to the use of a/c/e system and the a/c/e    
system modifications could conceivably provide Ceres with the ability to    
provide electronic trading capabilities to other exchanges. Under this      
scenario, it is feasible that Ceres' economic profile would be similar to   
that of its current operations (i.e. receiving fees for electronic trades,  
etc.) or that it could license the software for use with other exchanges    
for royalty payments. However, the economics under such scenarios are       
highly uncertain due to the speculative nature of the fees achievable in an 
increasingly competitive environment and the operating costs associated     
with continued maintenance of the system. Additionally, given the ability   
of eCBOT, as the general partner of Ceres, to unilaterally liquidate the    
business, the probability of such a scenario is extremely low.              

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Exhibit 1 presents the Electronic Trading Division's historical financial 
statements.                                                                     

Exhibit 2 presents our derivation of the net asset value of Ceres, as of  
December 31, 2000. As shown, the partners' equity restated at market value      
amounts to $29,356,583. Therefore, we conclude that the fair market value of    
Ceres, as of the valuation date, is $29,400,000 (rounded).                      

Allocation of Fair Market Value to Partnership Interests                        

We understand that, pursuant to Section 3.4(a) of the Agreement, the      
partners' capital accounts shall be marked-to-market upon dissolution of Ceres  
in accordance with the terms and provisions of Section 4 of the Agreement.      
Accordingly, our allocation to the Class B unit holders adjusts their capital   
account balances such that 40 percent of the value is allocated pro rata        
according to the number of Class B units owned and 60 percent is allocated      
according to their respective Electronic Trading System Clearing Volume with    
respect to contracts traded on the CBOT. For tax purposes, we understand that   
the capital account balances for all Class B unit holders were zero, as of      
December 31, 2000. The allocation of Ceres' market value among the Class A and  
Class B unit holders is provided in Exhibit 3(a) through 3(b).                  

Very truly yours,                                                               

ARTHUR ANDERSEN LLP                                                             
/s/ ARTHUR ANDERSEN LLP                                                         

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STATEMENT OF GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

This report has been made with the following general assumptions and      
limiting conditions:                                                            

1. No investigation has been made of, and no responsibility is assumed for, 
the legal description or legal matters related to the asset(s) being  
valued, including title or encumbrances. Title to the asset(s) is     
 assumed to be good and marketable unless otherwise stated. The asset(s)
is (are) assumed to be free and clear of any liens, easements or      
encumbrances unless otherwise stated.                                 

2. Information furnished by others, upon which all or portions of this      
valuation are based, is believed to be reliable, but has not been     
verified in all cases. No warranty is given as to the accuracy of such
information.                                                          

3. This report has been made only for the purpose stated and shall not be   
  used for any other purpose. Neither this report nor any portions thereof
including, without limitations, any conclusions as to value, the      
identity of Arthur Andersen or any individuals signing or associated  
  with this report, or the professional associations or organizations with
 which they are affiliated shall be disseminated to third parties by any
  means without the prior written consent and approval of Arthur Andersen.
Arthur Andersen has consented to the inclusion of this report in the  
Form S-4 Registration Statement of CBOT relating to the restructuring 
transactions described therein.                                       

4. It is assumed that all required licenses, certificates of occupancy,     
consents, or other legislative or administrative authority from any   
 local, state, or national, government or private entity or organization
have been, or can readily be, obtained or renewed for any use on which
the value estimate contained in this report is based.                 

5. Full compliance with all applicable federal, state and local zoning,     
 use, environmental and similar laws and regulations are assumed, unless
otherwise stated.                                                     

6. Responsible ownership and competent property management are assumed.     

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EXHIBIT 1(a)

CERES TRADING LIMITED PARTNERSHIP 

HISTORICAL SUMMARY OF OPERATIONS--ELECTRONIC TRADING DIVISION 

                                                        [Enlarge/Download Table]

                             1994         1995        1996        1997        1998        1999         2000     
                            Actual       Actual      Actual      Actual      Actual      Actual       Actual    
                         -----------  -----------  ---------- ----------- ----------- -----------  ------------ 
                                                                                                                
Average Daily Volume....       1,789        2,086       9,526      28,812      46,161      44,640               
Annual Volume...........      67,974      531,928   2,438,712   5,929,134  12,339,328  11,160,033               
Revenue Per Contract.... $      0.35  $      1.46  $     2.30 $      2.05 $      1.84 $      1.67               
Revenues:                                                                                                       
 Nonmember Fees......... $    20,798  $   514,907  $3,213,283 $ 5,691,075 $22,751,000 $18,632,118               
 Member Fees............       3,228      259,897   2,405,659   6,447,761         --          --                
 Interest...............                                           67,036     359,000      54,133               
                         -----------  -----------  ---------- ----------- ----------- -----------  ------------ 
   Total Revenues....... $    24,026  $   774,804  $5,618,942 $12,205,872 $23,110,000 $18,686,251  $ 19,240,003 
Operating Expenses:                                                                                             
 Information Systems                                                                                            
  Allocation............     351,834      760,168   1,438,233   2,307,315   2,816,646   3,658,836               
 Leased Programmers.....     145,020      493,365     940,660     995,196   4,355,979   4,048,777     2,760,677 
 Other..................                                           66,401     103,677   1,419,848     3,132,303 
 Equity (Gain)/Loss in                                                                                          
  CEJV..................                                                                                    --  
 Eurex-Related                                                                                                  
  Expenses..............                                                   10,874,753  11,024,878    21,446,626 
                         -----------  -----------  ---------- ----------- ----------- -----------  ------------ 
   Subtotal-Operating                                                                                           
    Expenses............     496,854    1,253,533   2,378,893   3,368,912  18,151,055  20,152,339    27,339,606 
Partnership Overhead                                                                                            
 Expenses:                                                                                                      
 Administration                                                                                                 
  Allocation............      62,256       88,800     102,183      97,484         --          --        426,093 
 BOTCC Computer                                                                                                 
  Services..............       8,774        9,747       8,631       8,816         --          --                
 Audit/Legal Fees.......       8,068       14,837      29,526      32,222         --          --                
 Other Overhead                                                                                                 
  Expenses..............       1,485        1,647         552         195         --          --                
                         -----------  -----------  ---------- ----------- ----------- -----------  ------------ 
   Subtotal--Overhead                                                                                           
    Expenses............      80,583      115,031     140,892     138,717     168,808     246,859       426,093 
Earnings Before Taxes,                                                                                          
 Interest &                                                                                                     
 Depreciation........... $  (553,411) $  (593,760) $3,099,157 $ 8,698,243 $ 4,790,137 $(1,712,947) $ (8,525,697)
Depreciation Expense....     433,471      532,854     533,593     421,240      20,334     116,661     4,152,637 
                         -----------  -----------  ---------- ----------- ----------- -----------  ------------ 
Earnings Before Taxes                                                                                           
 and Interest........... $  (986,882) $(1,126,614) $2,565,564 $ 8,277,003 $ 4,769,803 $(1,829,608) $(12,678,333)
Interest Expenses.......     167,124      262,750     192,122      13,214                  12,059     1,178,783 
TCAM Write-Off..........                                                    1,962,856         --            --  
Partnership                                                                                                     
 Income/(Loss).......... $(1,154,006) $(1,389,365) $2,373,442 $ 8,263,789 $ 2,806,947 $(1,841,667) $(13,857,117)
                         ===========  ===========  ========== =========== =========== ===========  ============ 
Capital Expenditures.... $   460,844  $         0  $    5,372 $ 1,433,454 $   701,000 $ 8,488,000  $ 26,962,000 

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EXHIBIT 1(b)

CERES TRADING LIMITED PARTNERSHIP 

HISTORICAL STATEMENT OF FINANCIAL CONDITION--ELECTRONIC TRADING DIVISION

                                                        [Enlarge/Download Table]

                             1994         1995        1996        1997       1998        1999         2000     
                            Actual       Actual      Actual      Actual     Actual      Actual       Actual    
YEAR                     -----------  -----------  ----------  ---------- ---------- -----------  ------------ 
                                                                                                               
Assets:                                                                                                        
 Cash and Cash                                                                                                 
  Equivalents...........              $    15,190  $   45,430  $4,237,145 $4,613,000 $   685,524  $  2,354,835 
 Accounts Receivable.... $    24,026      129,194     600,642     992,856  1,800,000     993,558     1,704,872 
 Capital Contributions                                                                                         
  Receivable............                                            2,817                                      
 Prepaid Expenses.......                                          102,000                  1,435               
 Deferred Organization                                                                                         
  and Development                                                                                              
  Costs.................      70,977       45,928      20,880                                                  
 Computer Software and                                                                                         
  Systems...............   1,411,769      903,964     400,791   1,433,885              8,329,668    30,953,934 
 Investment in &                                                                                               
  Advances to                                                                                                  
  CBOT/Eurex Alliance,                                                                                         
  LLC...................                                                                               500,000 
 Other Fixed Assets--                                                                                          
  Net...................                                                     694,000     345,338       513,845 
                         -----------  -----------  ----------  ---------- ---------- -----------  ------------ 
   Total Assets......... $ 1,506,772  $ 1,094,276  $1,067,743  $6,768,703 $7,107,000 $10,355,523  $ 36,027,486 
                         ===========  ===========  ==========  ========== ========== ===========  ============ 
Liabilities and                                                                                                
 Partners' Equity:                                                                                             
 Accounts Payable and                                                                                          
  Accrued Expenses...... $    34,353  $       907  $  115,624  $1,022,247 $5,209,000 $ 9,476,000  $    313,323 
 Due to CBOT/Eurex                                                                                             
  Alliance LLC..........                                                                             9,152,623 
 Notes Payable..........                                                                             9,069,252 
 Advances from General                                                                                         
  Partner...............   2,757,899    3,768,212   1,253,520                          1,012,000    31,481,963 
 Partners' Equity.......  (1,285,480)  (2,674,843)   (301,401)  5,746,456  1,898,000    (132,000)  (13,989,674)
                         -----------  -----------  ----------  ---------- ---------- -----------  ------------ 
   Total Liabilities and                                                                                       
    Partners' Equity.... $ 1,506,772  $ 1,094,276  $1,067,743  $6,768,703 $7,107,000 $10,356,000  $ 36,027,486 
                         ===========  ===========  ==========  ========== ========== ===========  ============ 

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EXHIBIT 2 

CERES TRADING LIMITED PARTNERSHIP 

ELECTRONIC TRADING DIVISION 

Restated Balance Sheet as of December 31, 2000

                                                                [Download Table]

                                                          Book      Fair Market
                                                         Value       Value (2) 
                                                      ------------  -----------
                                                                               
Assets:                                                                        
  Cash and Cash Equivalents.......................... $  2,354,835  $ 2,354,835
  Accounts Receivable................................    1,704,872    1,704,872
  Capital Contributions Receivable...................            0            0
  Prepaid Expenses...................................            0            0
  Deferred Organization and Development Costs........            0            0
  Computer Software and Systems......................   30,953,934   30,953,934
  Investment in and Advances to CBOT/Eurex Alliance,                           
   LLC...............................................      500,000      500,000
  Previously Incurred, Non-Capitalized Eurex-Related                           
   Expenses (1)......................................                43,346,257
  Other Fixed Assets--Net............................      513,845      513,845
                                                      ------------  -----------
    Total Assets..................................... $ 36,027,486  $79,373,743
                                                      ============  ===========
Liabilities and Partners' Equity:                                              
  Accounts Payable and Accrued Expenses.............. $    313,323  $   313,323
  Due to CBOT/Eurex Alliance LLC.....................    9,152,623    9,152,623
  Notes Payable......................................    9,069,252    9,069,252
  Advances from General Partner......................   31,481,963   31,481,963
  Partners' Equity...................................  (13,989,674)  29,356,583
                                                      ------------  -----------
    Total Liabilities and Partners' Equity........... $ 36,027,486  $79,373,743
                                                      ============  ===========
Concluded Value of Partnership (rounded).............               $29,400,000

--------                                                                        
(1) Previously Incurred, Non-Capitalized Eurex-Related Expenses:                

                                                                [Download Table]
                                                                          
FY '98........................................................ $10,874,753
FY '99........................................................  11,024,878
YTD '00.......................................................  21,446,626
                                                               -----------
    Total..................................................... $43,346,257
                                                               ===========

(2) For assets and liabilities other than the Eurex Modification Expenses,      
 Arthur Andersen has relied on book value as being representative of their
fair market value.                                                      

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APPENDIX D

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BOARD OF TRADE OF THE 
CITY OF CHICAGO, INC. 
(Originally incorporated in the State of Delaware under the name
Delaware CBOT, Inc. on May 12, 2000)

ARTICLE I 

NAME

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

ARTICLE II

REGISTERED AGENT

The address of the registered office of the Corporation in the State of   
Delaware is 9 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.                                                

ARTICLE III 

CORPORATE PURPOSES

The nature of the business or purposes to be conducted or promoted by the 
Corporation are to engage in any lawful act or activity for which corporations  
may be organized under the General Corporation Law of the State of Delaware (as 
amended from time to time, the "DGCL").                                         

ARTICLE IV

CAPITAL STOCK 

A. Authorized Shares.                                                     

The total number of shares of stock which the Corporation shall have the  
authority to issue is 110,000,000, which shares shall be divided into classes   
and series as follows:                                                          

99,996,277 shares of Class A Common Stock, par value $0.001 per share 
(the "Class A Common Stock");                                               

3,723 shares of Class B Common Stock, par value $0.001 per share (the 
"Class B Common Stock" and, together with the Class A Common Stock, the     
"Common Stock"), of which:                                                  

 1,402 shares shall be Class B Common Stock, Series B-1 (the "Series
B-1");                                                                  

  866 shares shall be Class B Common Stock, Series B-2 (the "Series B-
2");                                                                    

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  170 shares shall be Class B Common Stock, Series B-3 (the "Series B-
3");                                                                    

  642 shares shall be Class B Common Stock, Series B-4 (the "Series B-
4"); and                                                                

  643 shares shall be Class B Common Stock, Series B-5 (the "Series B-
5"); and                                                                

10,000,000 shares of Preferred Stock, par value $0.001 per share (the 
"Preferred Stock").                                                         

  The powers, preferences and rights of the shares of such classes and series,
and the qualifications, limitations and restrictions thereof, are as set forth  
hereinafter in this Amended and Restated Certificate of Incorporation           
(hereinafter referred to as the "Certificate of Incorporation").                

B. Common Stock.                                                          

1. Voting Rights and Powers. Except as otherwise provided in this         
Certificate of Incorporation or required by law, with respect to all matters    
upon which stockholders are entitled to vote generally, the holders of the      
outstanding shares of Class A Common Stock shall vote together with the holders 
of any other outstanding shares of stock of the Corporation entitled to vote    
thereon, without regard to class, and each holder of outstanding shares of      
Class A Common Stock shall be entitled to one (1) vote per such share;          
provided, however, that the holders of Class A Common Stock shall not be        
entitled to vote, either with the holders of Series B-1 and Series B-2 or       
otherwise, on the matters to be voted on by the holders of Series B-1 and       
Series B-2 set forth in Section C(2) of this Article IV. Except as otherwise    
provided in this Certificate of Incorporation or required by law, the holders   
of outstanding shares of Class B Common Stock shall not be entitled to vote on  
any matter. On any matter on which the holders of Series B-1 and Series B-2 are 
entitled to vote together as a class pursuant to Section C(2) of this Article   
IV, or are otherwise required to vote together with other holders of            
outstanding shares of Class B Common Stock as a class pursuant to the DGCL,     
each holder of outstanding shares of Series B-1 shall be entitled to one (1)    
vote per such share and each holder of outstanding shares of Series B-2 shall   
be entitled to one-sixth ( 1/6) of one (1) vote per such share. On any matter   
on which the holders of Series B-3, Series B-4 and Series B-5 are required to   
vote together with other holders of outstanding shares of Class B Common Stock  
as a class pursuant to the DGCL, each holder of outstanding shares of Series B- 
3, Series B-4 and Series B-5 shall be entitled to one-tenth ( 1/10) of one (1)  
vote per such share.                                                            

 2. Dividends. Subject to such rights and preferences of the Preferred Stock
as are set forth herein or in any resolution or resolutions authorizing the     
issuance of such Preferred Stock pursuant to Section D of this Article IV, the  
holders of Class A Common Stock and Class B Common Stock shall be entitled to   
receive such dividends as may from time to time be declared by the Board of     
Directors on the shares of such classes out of funds legally available          
therefor; provided that dividends may only be declared ratably on the shares of 
both such classes of Common Stocks.                                             

3. Distribution of Assets Upon Liquidation. In the event the Corporation  
shall be liquidated, dissolved or wound up, whether voluntarily or              
involuntarily, after there shall have been paid or set aside for the holders of 
all shares of the Preferred Stock then outstanding the full preferential        
amounts to which they are entitled hereunder or under the resolution or         
resolutions authorizing the issuance of such Preferred Stock pursuant to        
Section D of this Article IV, the net assets of the Corporation remaining       
thereafter shall be distributed ratably among the holders of Common Stock.      

  4. Initial Restriction on Transfer. For a period of one hundred eighty (180)
days following the initial issuance of Class A Common Stock by the Corporation, 
no share of Class A Common Stock may be sold, transferred or otherwise disposed 
of except (a) by operation of law, (b) in a transaction specifically approved   
by the Board of Directors of the Corporation or (c) in a transaction            
consummated in connection with and conditioned upon the sale, transfer or       
disposal of Class B Common Stock that results in the number of shares of Class  
A Common Stock associated with the series of such Class B Common Stock being    
simultaneously sold, transferred or disposed of to the same transferee of such  
Class B Common Stock (i.e., 25,000 shares of Class A Common Stock may be        
transferred with one share of Series B-1 Class B Common Stock; 5,000 shares of  
Class A Common Stock may be transferred with one share of Series B-2 Class B    
Common Stock; 2,500                                                             

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shares of Class A Common Stock may be transferred with one share of Series B-3  
Class B Common Stock; 300 shares of Class A Common Stock may be transferred     
with one share of Series B-4 Class B Common Stock and 350 shares of Class A     
Common Stock may be transferred with one share of Series B-5 Class B Common     
Stock). Any purported sale, transfer or other disposition of Class A Common     
Stock not in accordance with the preceding sentence shall be void and shall not 
be recorded on the books of or otherwise recognized by the Corporation.         

  Notwithstanding the foregoing provisions of this Section B(4) of Article IV,
the Board of Directors may remove some or all of the foregoing restrictions on  
transfer if it determines, in its sole and absolute discretion, that such       
removal is appropriate.                                                         

5. Conversion Rights of Series B-3.                                       

 (a) Conversion. Subject to, and upon compliance with, the provisions of
this Section B(5) of Article IV, any two (2) shares of Series B-3 shall be  
convertible at the option of the holder into one (1) fully paid and         
nonassessable share of Series B-2. If any odd number of shares of Series B- 
3 are submitted for conversion, the Corporation shall not be obligated to   
issue any fractional share of Series B-2 but shall instead be entitled to   
issue scrip in lieu of such fraction in accordance with Section 155 of the  
DGCL.                                                                       

(b) Mechanics of Conversion. A holder of shares of Series B-3 may     
exercise the conversion right specified in Section B(5)(a) of Article IV as 
to such holder's shares by surrendering to the Corporation or any transfer  
agent of the Corporation the certificate or certificates representing the   
shares to be converted, accompanied by written notice stating that the      
holder elects to convert all of the shares represented thereby. Conversion  
shall be deemed to have been effected on the date when delivery of such     
written notice and share certificate or certificates is made, and such date 
is referred to herein as the Conversion Date. As promptly as practicable    
after the Conversion Date, the Corporation shall issue and deliver to or    
upon the written order of such holder a certificate or certificates         
representing the number of whole shares of Series B-2 to which such holder  
is entitled as a result of the exercise of such conversion right. The       
person in whose name the certificate or certificates representing Series B- 
2 are to be issued shall be deemed to have become the holder of record of   
such Series B-2 on the applicable Conversion Date.                          

 (c) Status of Converted Shares. Shares of Series B-3 that are converted
into shares of SeriesB-2 shall not be reissued.                             

(d) Shares Reserved for Issuance. In connection with any conversion   
pursuant to this Section B(5) of Article IV, the Corporation shall take all 
actions necessary to make available out of its authorized but unissued      
shares of Series B-2, solely for the purpose of issuance upon the           
conversion of the Series B-3, such number of shares of Series B-2 issuable  
upon the conversion of all outstanding Series B-3.                          

C. Class B Common Stock.                                                  

  The holders of each series of Class B Common Stock shall have the membership
rights and voting rights, and shall be subject to the restrictions, terms and   
conditions, set forth below.                                                    

1. Series Membership Rights.                                              

(a) Series B-1. Each holder of a share of Series B-1 who satisfies the
qualifications for and requirements of Full Membership in the Corporation   
as set forth in the Rules and Regulations of the Corporation (hereinafter   
referred to collectively, and as amended from time to time, as the "Rules," 
a copy of which will be furnished to any record holder of Class B Common    
Stock upon request) shall be entitled to the rights and privileges of, and  
shall be subject to the restrictions, conditions and limitations on, a Full 
Member as set forth in this Certificate of Incorporation, the Amended and   
Restated Bylaws of the Corporation (as amended from time to time, the       
"Bylaws") and the Rules.                                                    

(b) Series B-2. Each holder of a share of Series B-2 who satisfies the
qualifications for and requirements of Associate Membership in the          
Corporation as set forth in the Rules shall be entitled to the              

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rights and privileges of, and shall be subject to the restrictions,         
conditions and limitations on, an Associate Member as set forth in this     
Certificate of Incorporation, the Bylaws and the Rules.                     

(c) Series B-3. Each holder of a share of Series B-3 who satisfies the
qualifications for and requirements of being a holder of a GIM Membership   
Interest in the Corporation as set forth in the Rules shall be entitled to  
the rights and privileges of, and shall be subject to the restrictions,     
conditions and limitations on, a holder of a GIM Membership Interest as set 
forth in this Certificate of Incorporation, the Bylaws and the Rules.       

 (d) Series B-4.  Each holder of a share of Series B-4 who satisfies the
qualifications for and requirements of being a holder of a IDEM Membership  
Interest in the Corporation as set forth in the Rules shall be entitled to  
the rights and privileges of, and shall be subject to the restrictions,     
conditions and limitations on, a holder of an IDEM Membership Interest as   
set forth in this Certificate of Incorporation, the Bylaws and the Rules.   

(e) Series B-5. Each holder of a share of Series B-5 who satisfies the
qualifications for and requirements of being a holder of a COM Membership   
Interest in the Corporation as set forth in the Rules shall be entitled to  
the rights and privileges of, and shall be subject to the restrictions,     
conditions and limitations on, a holder of a COM Membership Interest as set 
forth in this Certificate of Incorporation, the Bylaws and the Rules.       

  (f) In addition to the membership rights and privileges set forth above,
each holder of a share of any series of Class B Common Stock shall be       
entitled to all trading rights and privileges with respect to those         
products that such holder is entitled to trade on the open outcry exchange  
system of the Corporation on any electronic trading system maintained by    
the Corporation or any of its affiliates or any of their respective         
successors or successors-in-interest.                                       

  2. Series Voting Rights. In addition to any vote of the holders of any class
or series of stock of the Corporation required by law, the affirmative vote of  
the holders of a majority of the voting power of the then-outstanding shares of 
the Series B-1 and the Series B-2, voting together as a class based on their    
respective voting rights, shall be required to adopt any amendment or make any  
change to this Certificate of Incorporation, the bylaws of the Corporation or   
the Rules that, in the sole and absolute determination of the Board of          
Directors, adversely affects (a) the allocation of products that the holders of 
any series of Class B Common Stock are permitted to trade on the exchange       
facilities of the Corporation (including both the open outcry trading system    
and the electronic trading system), (b) the requirement that holders of shares  
of Class B Common Stock who meet the applicable membership and eligibility      
requirements will be charged transaction fees for trades of For-Profit CBOT's   
products for their accounts that are lower than the transaction fees charged to 
any participant who is not a holder of Class B Common Stock for the same        
products, whether trading utilizing the open outcry trading system or the       
electronic trading system, (c) the authorized number of shares of any series of 
Class B Common Stock, (d) the membership qualifications or eligibility          
requirements for holding shares of any series of Class B Common Stock or        
exercising any of the membership rights and privileges associated with such     
series or (e) the Commitment to Maintain Open Outcry Markets set forth in       
Section E of Article IV of this Certificate of Incorporation. For purposes of   
clause (a) of this Section C(2) of this Article IV, the allocation of products  
that the holders of any series of Class B Common Stock are permitted to trade   
on the exchange facilities of the Corporation shall be deemed to be adversely   
affected only if a product is eliminated from the allocation of products the    
holders of a particular series of Class B Common Stock is permitted to trade.   

D. Preferred Stock.                                                       

 The Board of Directors is authorized, subject to any limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in series, and 
by filing a certificate pursuant to the applicable law of the State of Delaware 
(such certificate being hereinafter referred to as a "Preferred Stock           
Designation"), to establish from time to time the number of shares to be        
included in each such series, and to fix the designation, powers, preferences   
and rights of the shares of each such series and any qualifications,            
limitations or restrictions thereof. The number of authorized shares of         
Preferred Stock may be increased or decreased (but not below the number of      
shares thereof then outstanding) by the affirmative vote of the holders of a    
majority of the Class A Common Stock, without a vote of the holders of the      
Preferred Stock, or of any series thereof, unless a vote of any such holders is 
required pursuant to the terms of any Preferred Stock Designation.              

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E. Commitment to Maintain Open Outcry Markets. Subject to the terms and   
conditions of this Section E of Article IV, the Corporation shall maintain open 
outcry markets operating as of the date of the filing of this Certificate of    
Incorporation with the State of Delaware and provide financial support to each  
such market for technology, marketing and research, which the Board of          
Directors determines, in its sole and absolute discretion, is reasonably        
necessary to maintain each such open outcry market.                             

 Notwithstanding the foregoing or any other provision of this Certificate of
Incorporation, the Board of Directors may discontinue any open outcry market at 
such time and in such manner as it may determine if (1) the Board of Directors  
determines, in its sole and absolute discretion, that a market is no longer     
"liquid" or (2) the holders of a majority of the voting power of the then       
outstanding shares of the Series B-1 and the Series B-2, voting together as a   
single class based on their respective voting rights, approve the               
discontinuance of such open outcry market.                                      

  For purposes of the foregoing, an open outcry market will be deemed "liquid"
for so long as it meets either of the following tests, in each case as measured 
on a quarterly basis:                                                           

(a) if a comparable exchange-traded product exists, the open outcry   
market has maintained at least 30 percent of the average daily volume of    
such comparable product (including for calculation purposes, volume from    
Exchange-For-Physicals transactions in such open outcry market); or         

(b) if no comparable exchange-traded product exists, the open outcry  
market has maintained at least 40 percent of the average quarterly volume   
in that market as maintained by the Corporation in 2000 (including, for     
calculation purposes, volume from Exchange-For-Physicals transactions in    
such open outcry market).                                                   

  F. Uncertificated Shares. Any reference in this Certificate of Incorporation
to certificates that represent shares of stock shall be deemed, with respect to 
any uncertificated shares, to refer to other appropriate evidence (as           
determined by the Corporation in its sole and absolute discretion) of ownership 
of such shares.                                                                 

ARTICLE V 

MANAGEMENT OF AFFAIRS 

  The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for further definition,      
limitation and regulation of the powers of the Corporation and of its Directors 
and stockholders:                                                               

A. In accordance with Section 141(a) of the DGCL, the business and    
affairs of the Corporation shall be managed by or under the direction of a  
governing body, which shall be known as the "Board of Directors," the       
composition of which shall be as set forth in Article VI of this            
Certificate of Incorporation. In addition to the powers and authority       
expressly conferred upon them by statute or by this Certificate of          
Incorporation, the Bylaws or the Rules, the directors are hereby empowered  
to adopt, amend or repeal the Rules of the Corporation, subject to Section  
C(2) of Article IV of this Certificate of Incorporation, and to exercise    
all powers and do all acts and things as may be exercised or done by the    
Corporation. The stockholders of the Corporation shall have no power to     
adopt, amend or repeal the Rules of the Corporation, except to the extent   
that the approval of the holders of Series B-1 and Series B-2 is expressly  
required under Section C(2) of Article IV for the Board of Directors to     
adopt certain amendments and changes specified therein.                     

B. The directors of the Corporation need not be elected by written    
ballot unless the Bylaws so provide.                                        

C. Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting 
of stockholders of the Corporation and may not be effected by any consent   
in writing by such stockholders.                                            

D. Special meetings of stockholders of the Corporation may be called  
only by the Chairman of the Board or the President of the Corporation, or   
by the Board of Directors acting pursuant to a resolution adopted by a      
majority of the Whole Board. For purposes of this Certificate of            
Incorporation, the term "Whole Board" shall mean the total number of        
authorized directors whether or not there exist any vacancies in previously 
authorized directorships.                                                   

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ARTICLE VI

BOARD OF DIRECTORS

  A. The effectiveness of the amendment and restatement of this Certificate of
Incorporation giving the Corporation the authority to issue stock (the "Stock   
Conversion") shall not change the size or composition of the Board of Directors 
and the directorships thereon shall continue to have the same voting rights (or 
no voting rights) associated therewith as were associated with such             
directorships prior to the Stock Conversion. Commencing with the election of    
directors at the first annual or special meeting of stockholders following the  
Stock Conversion (the "Initial Meeting"), the number of directors shall be nine 
(9), plus any directors who the holders of any series of Preferred Stock may be 
entitled to elect under specified circumstances (hereinafter referred to as     
"Preferred Stock Directors"), and the directors, other than any Preferred Stock 
Directors, shall be divided into three (3) classes, with the term of office of  
the first class to expire at the Corporation's first annual meeting of          
stockholders following the Initial Meeting, the term of office of the second    
class to expire at the Corporation's second annual meeting of stockholders      
following the Initial Meeting and the term of office of the third class to      
expire at the Corporation's third annual meeting of stockholders following the  
Initial Meeting. At each annual meeting of stockholders following the Initial   
Meeting, directors elected to succeed those directors whose terms expire shall  
be elected for a term of office to expire at the third succeeding annual        
meeting of stockholders after their election. Commencing with the Initial       
Meeting, the following qualifications for directors, other than Preferred Stock 
Directors, shall apply: two (2) directors, on the date of the first of their    
nomination or selection as nominees for the Board of Directors, shall be        
"independent directors" as such term is defined in the Bylaws (the "Independent 
Directors"); five (5) directors, on the date of the first of their nomination   
or selection as nominees for the Board of Directors, shall be holders of Class  
B Common Stock and shall satisfy the qualifications for and requirements of the 
applicable class of membership as set forth in the Rules (the "Class B          
Directors"); one (1) director, not subject to any qualifications (the "At-large 
Director"), and one director, not subject to any qualifications, who shall      
serve as Chairman of the Board of Directors (the "Chairman Director"). The      
class of directors whose term expires at the first annual meeting of            
stockholders following the Initial Meeting shall be comprised of one (1)        
Independent Director and two (2) Class B Directors. The class of directors      
whose term expires at the second annual meeting of stockholders following the   
Initial Meeting shall be comprised of one (1) Independent Director, one (1)     
Class B Director and the Chairman Director. The class of directors whose term   
expires at the third annual meeting of stockholders following the Initial       
Meeting shall be comprised of the At-large Director and two (2) Class B         
Directors. Notwithstanding anything else set forth in this Certificate of       
Incorporation, pursuant to Section 141(a) of the DGCL, the position of Chairman 
Director shall, from and after the Initial Meeting and until the second annual  
meeting of stockholders following the Initial Meeting, be held by the person    
who held the office of Chairman of the Board of Directors immediately prior to  
the Initial Meeting, and such person shall not be elected by the stockholders   
of the Corporation but rather shall hold the position of Chairman Director by   
virtue of his holding of the office of Chairman of the Board of Directors       
immediately prior to the Initial Meeting. Commencing with the second annual     
meeting of stockholders following the Initial Meeting, the Chairman Director    
shall be elected by the stockholders entitled to vote thereon. The person       
serving as Chairman Director shall be Chairman of the Board of Directors.       

B. Subject to the rights of the holders of any series of Preferred Stock  
then outstanding, newly created directorships resulting from any increase in    
the authorized number of directors or any vacancies in the Board of Directors   
resulting from death, resignation, retirement, disqualification, removal from   
office or other cause shall, unless otherwise required by law or by resolution  
of the Board of Directors, be filled only by a majority vote of the directors   
then in office, though less than a quorum (and not by stockholders), and        
directors so chosen shall hold office for a term expiring at the annual meeting 
of stockholders at which the term of office of the class to which they have     
been chosen expires. No decrease in the authorized number of directors shall    
shorten the term of any incumbent director.                                     

C. Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the         
stockholders of the Corporation shall be given in the manner provided in the    
Bylaws of the Corporation.                                                      

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ARTICLE VII 

AMENDMENT OF BYLAWS 

 Subject to Section C(2) of Article IV of this Certificate of Incorporation,
the Board of Directors is expressly empowered to adopt, amend or repeal the     
Bylaws and the Rules. Any adoption, amendment or repeal of the Bylaws by the    
Board of Directors shall require the approval of a majority of the Whole Board. 
The stockholders shall also have power to adopt, amend or repeal the Bylaws;    
provided, however, that, in addition to any vote of the holders of any class or 
series of stock of the Corporation required by law or by this Certificate of    
Incorporation, any adoption, amendment or repeal of the Bylaws by the           
stockholders shall require the affirmative vote of the holders of at least      
sixty six and two-thirds percent (66 2/3%) of the voting power of all of the    
then-outstanding shares of stock of the Corporation entitled to vote generally  
in the election of directors, voting together as a single class based on their  
respective voting rights.                                                       

ARTICLE VIII

LIMITATION OF LIABILITY 

A director of the Corporation shall not be personally liable to the       
Corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the Corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a        
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any  
transaction from which the director derived an improper personal benefit. If    
the DGCL is amended to authorize corporate action further eliminating or        
limiting the personal liability of directors, then the liability of a director  
of the Corporation shall be eliminated or limited to the fullest extent         
permitted by the DGCL, as so amended.                                           

  Any repeal or modification of the foregoing paragraph by the stockholders of
the Corporation shall not adversely affect any right or protection of a         
director of the Corporation existing at the time of such repeal or              
modification.                                                                   

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION 

The Corporation reserves the right to amend or repeal any provision       
contained in this Certificate of Incorporation in the manner prescribed by the  
laws of the State of Delaware and all rights conferred upon stockholders are    
granted subject to this reservation.                                            

ARTICLE X 

ISSUANCE OF RIGHTS

 In addition to and not in limitation of any powers conferred upon the Board
of Directors by the DGCL, the Board of Directors is hereby authorized to create 
and issue, whether or not in connection with the issuance and sale of any stock 
of the Corporation or other securities or property, rights entitling any        
holders of stock of the Corporation to purchase or receive from the Corporation 
shares of Preferred Stock, Common Stock or other securities or assets of the    
Corporation or any other entity. The times at which and the terms upon which    
such rights are issued, are exercisable and are to remain outstanding shall be  
determined by the Board of Directors. The authority of the Board of Directors   
with respect to such rights shall include, without limitation, determination of 
the following:                                                                  

(A) The initial purchase price per share or other unit of the stock or
other securities or property to be purchased upon exercise of such rights;  

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(B) Provisions relating to the times at which and the circumstances   
under which such rights may be exercised or sold or otherwise transferred,  
either together with or separately from, any other stock or other           
securities of the Corporation;                                              

 (C) Provisions which adjust the number or exercise price of such rights
or the amount or nature of the stock or other securities or property        
receivable upon exercise of such rights in the event of a combination,      
subdivision or reclassification of any stock of the Corporation, a change   
in ownership of the Corporation's stock or other securities or a            
reorganization, merger, consolidation, sale of assets or other occurrence   
relating to the Corporation or any stock of the Corporation, and provisions 
restricting the ability of the Corporation to enter into any such           
transaction absent an assumption by the other party or parties thereto of   
the obligations of the Corporation under such rights;                       

(D) Provisions which deny the holder of a specified percentage of the 
outstanding stock or other securities of the Corporation the right to       
exercise such rights and/or cause the rights held by such holder to become  
void;                                                                       

(E) Provisions which permit the Corporation to redeem or to exchange  
such rights; and                                                            

(F) The appointment of a rights agent with respect to such rights.    

ARTICLE XI

SECTION 203 

The Corporation hereby elects to be governed by Section 203 of the DGCL.  

* * * * * 

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APPENDIX E

AMENDED AND RESTATED BYLAWS OF

BOARD OF TRADE OF THE CITY OF CHICAGO, INC. 

ARTICLE I--STOCKHOLDERS 

 These Bylaws 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 demutualization and restructuring  
of the Corporation (the "Restructuring") as described in the Registration       
Statement filed with the Securities and Exchange Commission in connection with  
the Restructuring; provided that the provisions of Article IX of these Bylaws   
shall take effect immediately upon the approval and adoption of these Bylaws    
and the other propositons relating to the Restructuring by the membership of    
the Corporation at the meeting thereof called to vote upon the propositions     
relating to the Restructuring.                                                  

Section 1. Annual Meeting.                                                

(1) An annual meeting of the stockholders of the Corporation, for the     
election of directors to succeed those whose terms expire and for the           
transaction of such other business as may properly come before the meeting,     
shall be held at such place, on such date, and at such time as the Board of     
Directors of the Corporation (the "Board of Directors") shall each year fix,    
which date shall be within thirteen (13) months of the last annual meeting of   
stockholders.                                                                   

(2) Nominations of persons for election to the Board of Directors and the 
proposal of business to be transacted by the stockholders may be made at an     
annual meeting of stockholders (a) pursuant to the Corporation's notice with    
respect to such meeting, (b) by or at the direction of the Board of Directors   
or (c) by any stockholder of record of the Corporation who was a stockholder of 
record at the time of the giving of the notice provided for in the following    
paragraph, who is entitled to vote at the meeting and who has complied with the 
notice procedures set forth in this section.                                    

(3) For nominations or other business to be properly brought before an    
annual meeting by a stockholder pursuant to clause (c) of the foregoing         
paragraph, (1) the stockholder must have given timely notice thereof in writing 
to the Secretary of the Corporation, (2) such business must be a proper matter  
for stockholder action under the General Corporation Law of the State of        
Delaware (as amended from time to time, the "DGCL"), (3) if the stockholder, or 
the beneficial owner on whose behalf any such proposal or nomination is made,   
has provided the Corporation with a Solicitation Notice, as that term is        
defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial 
owner must, in the case of a proposal, have delivered a proxy statement and     
form of proxy to holders of at least the percentage of the Corporation's voting 
shares required under applicable law to carry any such proposal, or, in the     
case of a nomination or nominations, have delivered a proxy statement and form  
of proxy to holders of a percentage of the Corporation's voting shares          
reasonably believed by such stockholder or beneficial holder to be sufficient   
to elect the nominee or nominees proposed to be nominated by such stockholder,  
and must, in either case, have included in such materials the Solicitation      
Notice and (4) if no Solicitation Notice relating thereto has been timely       
provided pursuant to this section, the stockholder or beneficial owner          
proposing such business or nomination must not have solicited a number of       
proxies sufficient to have required the delivery of such a Solicitation Notice  
under this section. To be timely, a stockholder's notice shall be delivered to  
the Secretary at the principal executive offices of the Corporation not less    
than forty-five (45) or more than seventy-five (75) days prior to the first     
anniversary (the "Anniversary") of the date on which the Corporation first      
mailed its proxy materials for the preceding year's annual meeting of           
stockholders; provided, however, that if the date of the annual meeting is      
advanced more than thirty (30) days prior to or delayed by more than thirty     
(30) days after the anniversary of the preceding year's annual meeting, notice  
by the stockholder to be timely must be so delivered not earlier than the 120th 
day prior to such annual meeting and not later than the close of business on    
the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day 
following the day on which public announcement of the date of such meeting is   
first made.                                                                     

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Such stockholder's notice shall set forth (a) as to each person whom the        
stockholder proposes to nominate for election or reelection as a director (x)   
all information relating to such person as would be required to be disclosed in 
solicitations of proxies for the election of such nominees as directors         
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as        
amended (the "Exchange Act"), (y) whether the stockholder proposes to nominate  
such person to be an Independent Director (as defined in Section 1 of Article   
II of these Bylaws), a Class B Director, the At-large Director or, if permitted 
by the Certificate of Incorporation, the Chairman Director (as such terms are   
defined in Section A of Article VI of the Certificate of Incorporation) and, if 
applicable, a statement that such person satisfies the applicable criteria for  
Independent Directors or Class B Directors, as applicable, and (z) such         
person's written consent to serve as a director if elected and, if applicable,  
a written undertaking to promptly provide to the Secretary of the Corporation   
upon request any information that the Corporation deems to be relevant to the   
determination of whether such person satisfies the applicable criteria for      
Independent Directors or Class B Directors, as applicable; (b) as to any other  
business that the stockholder proposes to bring before the meeting, a brief     
description of such business, the reasons for conducting such business at the   
meeting and any material interest in such business of such stockholder and the  
beneficial owner, if any, on whose behalf the proposal is made; (c) as to the   
stockholder giving the notice and the beneficial owner, if any, on whose behalf 
the nomination or proposal is made (i) the name and address of such             
stockholder, as they appear on the Corporation's books, and of such beneficial  
owner, (ii) the class and number of shares of the Corporation that are owned    
beneficially and of record by such stockholder and such beneficial owner, and   
(iii) whether either such stockholder or beneficial owner intends to deliver a  
proxy statement and form of proxy to holders of, in the case of a proposal, at  
least the percentage of the Corporation's voting shares required under          
applicable law to carry the proposal or, in the case of a nomination or         
nominations, a sufficient number of holders of the Corporation's voting shares  
to elect such nominee or nominees (an affirmative statement of such intent, a   
"Solicitation Notice").                                                         

(4) Notwithstanding anything in the second sentence of the third paragraph
of this Section 1 to the contrary, in the event that the number of directors to 
be elected to the Board of Directors is increased and there is no public        
announcement naming all of the nominees for director or specifying the size of  
the increased Board of Directors made by the Corporation at least fifty-five    
(55) days prior to the Anniversary, a stockholder's notice required by this     
Bylaw shall also be considered timely, but only with respect to nominees for    
any new positions created by such increase, if it shall be delivered to the     
Secretary at the principal executive offices of the Corporation not later than  
the close of business on the 10th day following the day on which such public    
announcement is first made by the Corporation.                                  

(5) Only persons nominated in accordance with the procedures set forth in 
this Section 1 shall be eligible to be elected as directors at an annual        
meeting of stockholders and only such business shall be conducted at an annual  
meeting of stockholders as shall have been brought before the meeting in        
accordance with the procedures set forth in this section. The chairman of the   
meeting shall have the power and the duty to determine whether a nomination or  
any business proposed to be brought before the meeting has been made in         
accordance with the procedures set forth in these Bylaws and, if any proposed   
nomination or business is not in compliance with these Bylaws, to declare that  
such defectively proposed business or nomination shall not be presented for     
stockholder action at the meeting and shall be disregarded.                     

(6) For purposes of these Bylaws, "public announcement" shall mean        
disclosure in a press release reported by the Dow Jones News Service,           
Associated Press or a comparable national news service or in a document         
publicly filed by the Corporation with the Securities and Exchange Commission   
pursuant to Section 13, 14 or 15(d) of the Exchange Act.                        

(7) Notwithstanding the foregoing provisions of this Section 1, a         
stockholder shall also comply with all applicable requirements of the Exchange  
Act and the rules and regulations thereunder with respect to matters set forth  
in this Section 1. Nothing in this Section 1 shall be deemed to affect any      
rights of stockholders to request inclusion of proposals in the Corporation's   
proxy statement pursuant to Rule 14a-8 under the Exchange Act.                  

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Section 2. Special Meetings.                                              

(1) Special meetings of the stockholders, other than those required by    
statute, may be called only by the Chairman of the Board or the President of    
the Corporation or by the Board of Directors acting pursuant to a resolution    
adopted by a majority of the Whole Board. For purposes of these Bylaws, the     
term "Whole Board" shall mean the total number of authorized directors whether  
or not there exist any vacancies in previously authorized directorships. The    
Board of Directors may postpone or reschedule any previously scheduled special  
meeting.                                                                        

(2) Only such business shall be conducted at a special meeting of         
stockholders as shall have been brought before the meeting pursuant to the      
Corporation's notice of meeting. The chairman of the meeting shall have the     
power and the duty to determine whether a nomination or any business proposed   
to be brought before the meeting has been made in accordance with the           
procedures set forth in these Bylaws and, if any proposed nomination or         
business is not in compliance with these Bylaws, to declare that such           
defectively proposed business or nomination shall not be presented for          
stockholder action at the meeting and shall be disregarded. Nominations of      
persons for election to the Board of Directors may be made at a special meeting 
of stockholders at which directors are to be elected pursuant to the            
Corporation's notice of meeting (a) by or at the direction of the Board of      
Directors or (b) by any stockholder of record of the Corporation who is a       
stockholder of record at the time of giving of notice provided for in this      
paragraph, who shall be entitled to vote at the meeting and who complies with   
the notice procedures set forth in Section 1 of this Article I. Nominations by  
stockholders of persons for election to the Board of Directors may be made at   
such a special meeting of stockholders if the stockholder's notice required by  
the third paragraph of Section 1 of this Article I shall be delivered to the    
Secretary at the principal executive offices of the Corporation not earlier     
than the day on which public announcement is first made of the date of the      
special meeting and not later than the close of business on the later of the    
90th day prior to such special meeting or the 10th day following the day on     
which public announcement is first made of the date of the special meeting and  
of the nominees proposed by the Board of Directors to be elected at such        
meeting.                                                                        

(3) Notwithstanding the foregoing provisions of this Section 2, a         
stockholder shall also comply with all applicable requirements of the Exchange  
Act and the rules and regulations thereunder with respect to matters set forth  
in this Section 2. Nothing in this Section 2 shall be deemed to affect any      
rights of stockholders to request inclusion of proposals in the Corporation's   
proxy statement pursuant to Rule 14a-8 under the Exchange Act.                  

Section 3. Notice of Meetings.                                            

Notice of the place, if any, date, and time of all meetings of the        
stockholders, and the means of remote communications, if any, by which          
stockholders and proxy holders may be deemed to be present in person and vote   
at such meeting, 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           
stockholder 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 DGCL or the Certificate of Incorporation).                       

When a meeting is adjourned to another time or place, notice need not be  
given of the adjourned meeting if the time and place, if any, thereof, and the  
means of remote communications, if any, by which stockholders and proxy holders 
may be deemed to be present in person and vote at such adjourned meeting are    
announced at the meeting at which the adjournment is taken; provided, however,  
that if the date of any adjourned meeting is 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, notice of the place, if any, date, and time 
of the adjourned meeting and the means of remote communications, if any, by     
which stockholders and proxy holders may be deemed to be present in person and  
vote at such 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.                                             

Section 4. Quorum.                                                        

 At any meeting of the stockholders, the holders of a majority of the voting
power of all of the shares of the stock entitled to vote at the meeting,        
present in person or by proxy, shall constitute a quorum for all                

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purposes, unless or except to the extent that the presence of a larger number   
may be required by law. Where a separate vote by a class or classes or series   
is required, the holders of a majority of the voting power of all of the shares 
of such class or classes or series entitled to participate in such separate     
vote, present in person or by proxy, shall constitute a quorum entitled to take 
action with respect to that vote on that matter.                                

If a quorum shall fail to attend any meeting, the chairman of the meeting 
may adjourn the meeting to another place, if any, date, or time.                

Section 5. 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, the      
President of the Corporation or, in his or her absence, such person as may be   
chosen by the holders of a majority of the voting power of the shares entitled  
to vote who are present, in person or by proxy, shall call to order any meeting 
of the stockholders 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 of the meeting appoints.                                        

Section 6. Conduct of Business.                                           

The chairman of any meeting of stockholders 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.  
The chairman shall have the power to adjourn the meeting to another place, if   
any, date and time. The date and time of the opening and closing of the polls   
for each matter upon which the stockholders will vote at the meeting shall be   
announced at the meeting.                                                       

Section 7. Proxies and Voting.                                            

At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing or by a       
transmission permitted by law filed in accordance with the procedure            
established for the meeting. Any copy, facsimile telecommunication or other     
reliable reproduction of the writing or transmission created pursuant to this   
paragraph may be substituted or used in lieu of the original writing or         
transmission for any and all purposes for which the original writing or         
transmission could be used, provided that such copy, facsimile                  
telecommunication or other reproduction shall be a complete reproduction of the 
entire original writing or transmission.                                        

  The Corporation may, and to the extent required by law, shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the       
meeting and make a written report thereof. The Corporation may designate one or 
more alternate inspectors to replace any inspector who fails to act. If no      
inspector or alternate is able to act at a meeting of stockholders, the person  
presiding at the meeting may, and to the extent required by law, shall, appoint 
one or more inspectors to act at the meeting. Each inspector, before entering   
upon the discharge of his or her duties, shall take and sign an oath faithfully 
to execute the duties of inspector with strict impartiality and according to    
the best of his or her ability. Every vote taken by ballots shall be counted by 
a duly appointed inspector or inspectors.                                       

All elections shall be determined by a plurality of the votes cast, and   
except as otherwise required by law, all other matters shall be determined by a 
majority of the votes cast affirmatively or negatively.                         

Section 8. Stock List.                                                    

A complete list of stockholders entitled to vote at any meeting of        
stockholders, arranged in alphabetical order for each class of stock and        
showing the address of each such stockholder and the number of shares           
registered in his or her name, shall be open to the examination of any such     
stockholder for a period of at least ten (10) days prior to the meeting in the  
manner provided by law.                                                         

The stock list shall also be open to the examination of any stockholder   
during the whole time of the meeting as provided by law. This list shall        
presumptively determine the identity of the stockholders entitled to vote at    
the meeting and the number of shares held by each of them.                      

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Section 9. Initial Meeting.                                               

Notwithstanding anything in these Bylaws to the contrary, with respect to 
stockholder nominations of persons for election to the Board of Directors at    
the Initial Meeting (as such term is defined in Section A of Article VI of the  
Certificate of Incorporation), the Board of Directors may, in its sole and      
absolute discretion, establish stockholder nomination notice requirements and   
procedures to apply in lieu of all or part of the stockholder nomination notice 
requirements and procedures set forth in Section 1 of this Article I and in the 
second paragraph of Section 2 of this Article I.                                

ARTICLE II--BOARD OF DIRECTORS

Section 1. Number, Election, Term and Qualifications of Directors.        

  The effectiveness of the amendment and restatement of these Bylaws shall not
change the size or composition of the Board of Directors and the directorships  
thereon shall continue to have the same voting rights (or no voting rights)     
associated therewith as were associated with such directorships prior to the    
effectiveness of the amendment and restatement of these Bylaws. Commencing with 
the election of directors at the first annual or special meeting of             
stockholders following the Stock Conversion (as defined in the Certificate of   
Incorporation), the number of directors shall be nine (9), plus any directors   
who the holders of any series of preferred stock may be entitled to elect under 
specified circumstances (hereinafter referred to as "Preferred Stock            
Directors"). The directors, other than any Preferred Stock Directors, shall be  
divided into three (3) classes and shall serve for such terms and be subject to 
such qualifications and requirements as are set forth in the Certificate of     
Incorporation.                                                                  

For purposes of these Bylaws and the Certificate of Incorporation,        
"independent director" means a person other than an officer or employee of the  
Corporation or it subsidiaries or any other individual having a relationship    
which, in the opinion of the Board of Directors, would interfere with the       
exercise of independent judgement in carrying out the responsibilities of a     
director. The following persons shall not be considered independent:            

(A) a director who is employed by the Corporation or any of its       
affiliates for the current year or any of the past three (3) years;         

 (B) 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;                         

 (C) 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;                           

(D) 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 (other   
than those arising solely from investments in the Corporation's securities) 
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;                                                           

(E) 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                                                              

(F) a director who directly or indirectly, through any contract,      
arrangement, understanding, relationship or otherwise, has or shares a      
direct or indirect pecuniary interest in any Class B Common Stock.          

Section 2. Chairman of the Board.                                         

 The Chairman of the Board shall be the presiding officer at all meetings of
the Board of Directors and shall exercise such other powers and perform such    
other duties as are delegated to him or her by the Board of Directors.          

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Section 3. Newly Created Directorships and Vacancies.                     

Subject to the rights of the holders of any series of preferred stock then
outstanding, newly created directorships resulting from any increase in the     
authorized number of directors or any vacancies in the Board of Directors       
resulting from death, resignation, retirement, disqualification, removal from   
office or other cause shall, unless otherwise required by law or by resolution  
of the Board of Directors, be filled only by a majority vote of the directors   
then in office, though less than a quorum (and not by stockholders), and        
directors so chosen shall hold office for a term expiring at the annual meeting 
of stockholders at which the term of office of the class to which they have     
been elected expires and until such director's successor shall have been duly   
elected and qualified. No decrease in the number of authorized directors shall  
shorten the term of any incumbent director.                                     

Section 4. Regular Meetings.                                              

Regular meetings of the Board of Directors shall be held at such place or 
places, on such date or dates, and at such time or times as shall have been     
established by the Board of Directors and publicized among all directors. A     
notice of each regular meeting shall not be required.                           

Section 5. Special Meetings.                                              

Special meetings of the Board of Directors may be called only by the      
Chairman of the Board, the President of the Corporation or by a majority of the 
Whole Board and shall be held at such place, on such date, and at such time as  
they or he or she shall fix. Notice of the place, date, and time of each such   
special meeting shall be given to each director by whom it is not waived by     
mailing written notice not less than five (5) days before the meeting or by     
telephone or by telegraphing or telexing or by facsimile or electronic          
transmission of the same not less than twenty-four (24) hours before the        
meeting. Unless otherwise indicated in the notice thereof, any and all business 
may be transacted at a special meeting.                                         

Section 6. Quorum.                                                        

 At any meeting of the Board of Directors, a majority of the total number of
the Whole Board shall constitute a quorum for all purposes. If a quorum shall   
fail to attend any meeting, a majority of those present may adjourn the meeting 
to another place, date, or time, without further notice or waiver thereof.      

Section 7. Participation in Meetings By Conference Telephone.             

Members of the Board of Directors, or of any committee thereof, may       
participate in a meeting of such Board of Directors or committee by means of    
conference telephone or other communications equipment by means of which all    
persons participating in the meeting can hear each other and such participation 
shall constitute presence in person at such meeting.                            

Section 8. Conduct of Business.                                           

At any meeting of the Board of Directors, business shall be transacted in 
such order and manner as the Board of Directors may from time to time           
determine, and all matters shall be determined by the vote of a majority of the 
directors present, except as otherwise provided herein or required by law.      
Action may be taken by the Board of Directors without a meeting if all members  
thereof consent thereto in writing or by electronic transmission, and the       
writing or writings or electronic transmission or transmissions are filed with  
the minutes of proceedings of the Board of Directors. Such filing shall be in   
paper form if the minutes are maintained in paper form and shall be in          
electronic form if the minutes are maintained in electronic form.               

Section 9. Compensation of Directors.                                     

Unless otherwise restricted by the certificate of incorporation, the Board
of Directors shall have the authority to fix the compensation of the directors. 
The directors may be paid their expenses, if any, of attendance at each meeting 
of the Board of Directors and may be paid a fixed sum for attendance at each    

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meeting of the Board of Directors or paid a stated salary or paid other         
compensation as director. No such payment shall preclude any director from      
serving the Corporation in any other capacity and receiving compensation        
therefor. Members of special or standing committees may be allowed compensation 
for attending committee meetings.                                               

ARTICLE III--COMMITTEES 

Section 1. Committees of the Board of Directors.                          

The Board of Directors may from time to time designate committees of the  
Board of Directors, with such lawfully delegable powers and duties as it        
thereby confers, to serve at the pleasure of the Board of Directors. The Board  
of Directors shall elect a director or directors to serve as the member or      
members of any such committee, designating, if it desires, other directors as   
alternate members who may replace any absent or disqualified member at any      
meeting of the committee. In the absence or disqualification of any member of   
any committee and any alternate member in his or her place, the member or       
members of the committee present at the meeting and not disqualified from       
voting, whether or not he or she or they constitute a quorum, may by unanimous  
vote appoint another member of the Board of Directors to act at the meeting in  
the place of the absent or disqualified member.                                 

Section 2. Conduct of Business.                                           

  Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise         
provided herein or required by law. Except as otherwise determined by the Board 
of Directors, adequate provision shall be made for notice to members of all     
meetings; one-third ( 1/3) of the members shall constitute a quorum unless the  
committee shall consist of one (1) or two (2) members, in which event one (1)   
member shall constitute a quorum; and all matters shall be determined by a      
majority vote of the members present. Action may be taken by any committee      
without a meeting if all members thereof consent thereto in writing or by       
electronic transmission, and the writing or writings or electronic transmission 
or transmissions are filed with the minutes of the proceedings of such          
committee. Such filing shall be in paper form if the minutes are maintained in  
paper form and shall be in electronic form if the minutes are maintained in     
electronic form.                                                                

Section 3. Additional and Standing Committees.                            

In addition to such committees of the Board of Directors as may be        
authorized 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 of the Corporation  
(as amended from time to time, the "Rules") or otherwise determined by the      
Board of Directors. Any person may be disqualified from serving on or           
participating in the affairs of any committee to the extent provided in the     
Rules.                                                                          

ARTICLE IV--OFFICERS

Section 1. Generally.                                                     

  The officers of the Corporation shall consist of a President (who shall also
be Chief Executive Officer), one or more Vice Presidents, a Secretary, a        
Treasurer and such other officers as may from time to time be appointed by the  
Board of Directors. Officers shall be elected by the Board of Directors, which  
shall consider that subject at its first meeting after every annual meeting of  
stockholders. Each officer shall hold office until his or her successor is      
elected and qualified or until his or her earlier resignation or removal. Any   
number of offices may be held by the same person. The salaries of officers      
elected by the Board of Directors shall be fixed from time to time by the Board 
of Directors or by such officers as may be designated by resolution of the      
Board of Directors.                                                             

Section 3. President.                                                     

The President shall be the Chief Executive Officer of the Corporation.    
Subject to the provisions of these Bylaws and to the direction of the Board of  
Directors, he or she shall have the responsibility for the general management   
and control of the business and affairs of the Corporation and shall perform    
all duties and have all                                                         

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powers which are commonly incident to the office of chief executive or which    
are delegated to him or her by the Board of Directors. He or she shall have     
power to sign all stock certificates, contracts and other instruments of the    
Corporation which are authorized and shall have general supervision and         
direction of all of the other officers (other than Chairman of the Board),      
employees and agents of the Corporation.                                        

Section 4. Vice President.                                                

  Each Vice President shall have such powers and duties as may be delegated to
him or her by the Board of Directors. One (1) Vice President shall be           
designated by the Board of Directors to perform the duties and exercise the     
powers of the President in the event of the President's absence or disability.  

Section 5. Treasurer.                                                     

The Treasurer shall have the responsibility for maintaining the financial 
records of the Corporation. He or she shall make such disbursements of the      
funds of the Corporation as are authorized and shall render from time to time   
an account of all such transactions and of the financial condition of the       
Corporation. The Treasurer shall also perform such other duties as the Board of 
Directors may from time to time prescribe.                                      

Section 6. Secretary.                                                     

  The Secretary shall issue all authorized notices for, and shall keep minutes
of, all meetings of the stockholders and the Board of Directors. He or she      
shall have charge of the corporate books and shall perform such other duties as 
the Board of Directors may from time to time prescribe.                         

Section 7. Delegation of Authority.                                       

The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision   
hereof.                                                                         

Section 8. Removal.                                                       

Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.                                               

Section 9. Action with Respect to Securities of Other Corporations.       

Unless otherwise directed by the Board of Directors, the President or any 
officer of the Corporation authorized by the President shall have power to vote 
and otherwise act on behalf of the Corporation, in person or by proxy, at any   
meeting of stockholders of or with respect to any action of stockholders of any 
other Corporation in which this Corporation may hold securities and otherwise   
to exercise any and all rights and powers which this Corporation may possess by 
reason of its ownership of securities in such other Corporation.                

ARTICLE V--STOCK

Section 1. Certificates of Stock.                                         

The shares of the Corporation shall be represented by certificates unless 
the Board of Directors shall by resolution provide that some or all of any      
class or series of stock shall be uncertificated shares. Any such resolution    
shall not apply to shares represented by a certificate until the certificate is 
surrendered to the Corporation. Notwithstanding the adoption of any resolution  
providing for uncertificated shares, every holder of stock represented by       
certificates and upon request every holder of uncertificated shares shall be    
entitled to have a certificate signed by, or in the name of the Corporation by, 
the Chairperson or Vice Chairperson of the Board of Directors, or the President 
or Vice President, and by the Treasurer or an Assistant Treasurer, or the       
Secretary or an Assistant Secretary, representing the number of shares          
registered in certificate form. The form of such certificates and the           
signatures thereon shall comply with the requirements of the DGCL. Any or all   
of the signatures on the certificate may be by facsimile.                       

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Section 2. Transfers of Stock.                                            

Transfers of stock shall be made only upon the transfer books of the      
Corporation kept at an office of the Corporation or by transfer agents          
designated to transfer shares of the stock of the Corporation. Except where a   
certificate is issued in accordance with Section 4 of Article V of these        
Bylaws, an outstanding certificate for the number of shares involved shall be   
surrendered for cancellation before a new certificate is issued therefor.       

Section 3. Record Date.                                                   

In order that the Corporation may determine the stockholders entitled to  
notice of or to vote at any meeting of stockholders, or to receive payment of   
any dividend or other distribution or allotment of any rights or to exercise    
any rights in respect of any change, conversion or exchange of stock or for the 
purpose of any other lawful action, the Board of Directors may, except as       
otherwise required by law, fix a record date, which record date shall not       
precede the date on which the resolution fixing the record date is adopted and  
which record date shall not be more than sixty (60) nor less than ten (10) days 
before the date of any meeting of stockholders, nor more than sixty (60) days   
prior to the time for such other action as hereinbefore described; provided,    
however, that if no record date is fixed by the Board of Directors, the record  
date for determining stockholders entitled to notice of or to vote at a meeting 
of stockholders shall be at the close of business on the day next preceding the 
day on which notice is given or, if notice is waived, at the close of business  
on the day next preceding the day on which the meeting is held, and, for        
determining stockholders entitled to receive payment of any dividend or other   
distribution or allotment of rights or to exercise any rights of change,        
conversion or exchange of stock or for any other purpose, the record date shall 
be at the close of business on the day on which the Board of Directors adopts a 
resolution relating thereto.                                                    

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;     
provided, however, that the Board of Directors may fix a new record date for    
the adjourned meeting.                                                          

Section 4. Lost, Stolen, Mutilated or Destroyed Certificates.             

In the event of the loss, theft, mutilation or destruction of any         
certificate of stock, another may be issued in its place pursuant to such       
regulations as the Board of Directors may establish concerning proof of such    
loss, theft, mutilation or destruction and concerning the giving of a           
satisfactory bond or bonds of indemnity.                                        

Section 5. Regulations.                                                   

The issue, transfer, conversion and registration of certificates of stock 
shall be governed by such other regulations as the Board of Directors may       
establish.                                                                      

ARTICLE VI--NOTICES 

Section 1. Notices.                                                       

If mailed, notice to stockholders shall be deemed given when deposited in 
the mail, postage prepaid, directed to the stockholder at such stockholder's    
address as it appears on the records of the Corporation. Without limiting the   
manner by which notice otherwise may be given effectively to stockholders, any  
notice to stockholders may be given by electronic transmission in the manner    
provided in Section 232 of the DGCL.                                            

Section 2. Waivers.                                                       

A written waiver of any notice, signed by a stockholder or director, or   
waiver by electronic transmission by such person, whether given 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 person. Neither the       
business nor the purpose of any meeting need be specified in such a waiver.     
Attendance at any meeting shall constitute waiver of notice except attendance   
for the sole purpose of objecting to the timeliness of notice.                  

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ARTICLE VII--MISCELLANEOUS

Section 1. Facsimile Signatures.                                          

In addition to the provisions for use of facsimile signatures elsewhere   
specifically authorized in these Bylaws, 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.                                                

The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and     
when so directed by the Board of Directors or a committee thereof, duplicates   
of the seal may be kept and used by the Treasurer or by an Assistant Secretary  
or Assistant Treasurer.                                                         

Section 3. Reliance upon Books, Reports and Records.                      

Each director, each member of any committee designated by the Board of    
Directors, and each officer of the Corporation 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.                                                                      

Section 5. Time Periods.                                                  

  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, officer, committee      
member or employee of the Corporation or is or was serving at the request of    
the Corporation as a director, officer, trustee, 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 or trustee or in any      
other capacity while serving as a director, officer or trustee, shall be        
indemnified and held harmless by the Corporation to the fullest extent          
authorized by the DGCL, 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                                    

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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.          

Section 2. Right to Advancement of Expenses.                              

In addition to the right to indemnification conferred in Section 1 of this
ARTICLE VIII, an indemnitee shall also have 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 DGCL 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. 

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 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 DGCL. Neither the failure of the Corporation (including its directors who   
are not parties to such action, a committee of such directors, independent      
legal counsel, or its stockholders) 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 DGCL, nor an actual determination by the Corporation   
(including its directors who are not parties to such action, a committee of     
such directors, independent legal counsel, or its stockholders) 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 stockholders or directors or       
otherwise.                                                                      

Section 5. Insurance.                                                     

The Corporation may maintain insurance, at its expense, to protect itself 
and any director, officer, employee or agent of the Corporation or another      
corporation, partnership, joint venture, trust or other enterprise              

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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 DGCL.                                                                 

Section 6. Indemnification of Employees and 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 employee or 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. Nature of Rights.                                              

  The rights conferred upon indemnitees in this ARTICLE VIII shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be  
a director, officer or trustee and shall inure to the benefit of the            
indemnitee's heirs, executors and administrators. Any amendment, alteration or  
repeal of this ARTICLE VIII that adversely affects any right of an indemnitee   
or its successors shall be prospective only and shall not limit or eliminate    
any such right with respect to any proceeding involving any occurrence or       
alleged occurrence of any action or omission to act that took place prior to    
such amendment or repeal.                                                       

ARTICLE IX--RULES AND REGULATIONS 

 The Corporation shall have such Rules governing the business and affairs of
the Corporation as shall be determined by the Board of Directors from time to   
time. Except as otherwise provided in the Certificate of Incorporation of the   
Corporation, the Board of Directors shall have the power to adopt, amend or     
repeal such Rules.                                                              

  Any limitations or restrictions heretofore contained in the Bylaws and Rules
with respect to the rights of any holder of a Full Membership, Associate        
Membership, GIM Membership Interest, IDEM Membership Interest or COM Membership 
Interest to receive the dividend to be declared and distributed in connection   
with the Restructuring shall be and hereby is eliminated and the holders of     
each of the foregoing categories of membership shall, until the Effective Time, 
be deemed to be members of the Corporation as that term is used in Section 170  
of the Delaware General Corporation Law.                                        

ARTICLE X--AMENDMENTS 

Subject to Section C(2) of Article IV of the Certificate of Incorporation,
the Board of Directors is expressly empowered to adopt, amend or repeal the     
Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of   
the Corporation by the Board of Directors shall require the approval of a       
majority of the Whole Board. The stockholders shall also have power to adopt,   
amend or repeal the Bylaws of the Corporation; provided, however, that subject  
to Sections B(1) and C(2) of Article IV of the Certificate of Incorporation,    
pursuant to which only holders of Series B-1 and Series B-2 Class B common      
stock are entitled to vote on certain matters, any adoption, amendment or       
repeal of the Bylaws of the Corporation by the stockholders shall require the   
affirmative vote of the holders of at least sixty six and two-thirds percent    
(66 2/3%) of the voting power of all of the then-outstanding shares of stock of 
the Corporation entitled to vote generally in the election of directors, voting 
together as a single class based on their respective voting rights.             

* * * * * 

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APPENDIX F

STATUS OF CERTAIN CURRENT CBOT RULES AND REGULATIONS AS A RESULT OF THE 
RESTRUCTURING TRANSACTIONS

The following summary provides the status of certain CBOT rules and       
regulations that will either be amended and restated, restated in their         
entirety or repealed in connection with the completion of the restructuring     
transactions. Where an existing rule or regulation will be either modified and  
restated or restated in its entirety, the location of the new provision in the  
amended and restated certificate of incorporation of For-Profit CBOT, the form  
of which is attached to this document as Appendix D, and/or the amended and     
restated bylaws of For-Profit CBOT, the form of which is attached to this       
document as Appendix E, has been identified for your information and reference. 
However, because changes are being made to many of the restated provisions, you 
should review and consider carefully the new provisions before voting on the    
restructuring transactions. In addition, the CBOT's current rules and           
regulations and, subject to changes to the rules and regulations occurring from 
time to time after the date of this document, the form of the rules and         
regulations of For-Profit CBOT immediately after the restructuring transactions 
have been filed as exhibits to the registration statement of which this         
document is a part. We urge you to review carefully all of these materials in   
connection with your consideration of the restructuring transactions.           

We currently expect that these changes to our rules and regulations will  
take effect at the time that the amended and restated certificate of            
incorporation of For-Profit CBOT becomes effective and that For-Profit CBOT     
will publish an amended and restated Rulebook as soon as reasonably practicable 
thereafter. We currently plan to make copies of this new Rulebook available to  
Class B common stockholders in accordance with our past practice and            
procedures.                                                                     

110.00 Petition Ballot Vote Communications--In the event that a ballot vote is  
forced by petition, all official communications, either written or
     presented at a Member meeting, will be accompanied by the views of both
the Board and the petitioners. The Exchange will provide to the   
    petitioners a minimum of 10 days from the receipt of notice to prepare
written or presentation materials to accompany Exchange official  
 communications. The petitioners will be represented by a registered
sponsor (an individual who submits the original petitions and who 
 chooses to register as the sponsor) or his designee. If there is no
 registered sponsor for the petition, the views of the Board and the
    petitioners should be equitably represented by the Chief Legal Counsel
of the Exchange. (01/01/00)                                       

Rule 110.00 will be repealed.                                     

134.00 Board Member Voting Records--The voting record (except those involving   
 strategic planning or disciplinary issues) of each individual Board
   member should be recorded and available the day following the vote at
the Secretary's office to any interested Full or Associate Member.
(01/01/00)                                                        

Rule 134.00 will be repealed.                                     

144.00 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. 78 (08/01/94)         

Rule 144.00 will be repealed.                                     

156.00 Nominating Committee--Until the first business day of January, 2001, the 
      Nominating Committee shall consist of seven members: six elected members
   and one elected Associate Member whose terms of office shall be three
years. Beginning on the first business day of January, 2001, the  
   Nominating Committee shall consist of five members: four elected Full
     Members and one elected Associate Member whose terms of office shall be
 three years, except as provided in the Certificate of Incorporation
Exhibit B, Section 7. The Committee members shall elect their own 
      Chairman who shall be a Full Member. The Associate Member shall serve as
a full voting member of the Committee. No member of the Nominating
Committee shall be eligible for re-election or reappointment for a
period of three years after his term expires. 51 (11/01/00)       

Rule 156.00 will be repealed. See the Bylaws; Article III.        

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162.01 Standing Committees--Standing Committees may be made up of full and      
  associate members of the Association and members of the staff of the
      Association, unless otherwise specifically provided for in the Rules and
Regulations. In addition, holders of GIM, IDEM or COM Membership  
      Interests may be appointed by the Chairman of the Board to serve as non-
 voting advisors to any Committee. The Chairman of the Board and the
     President shall be ex-officio (non-voting) members of all committees of
     which they are not regular members. The Chairman of the Board, with the
approval of the Board of Directors, may appoint full or associate 
members to both committees and subcommittees. (08/01/94)          

Regulation 162.01 will be repealed. See the Bylaws; Article III.  

162.03 Executive Committee--The Executive Committee shall consist of the        
   Chairman of the Board, the Vice Chairman of the Board, the President,
 who shall be a non-voting member of the Committee, and three member
   Directors. Two such Directors may be nominated by the Chairman of the
     Board, subject to the approval of the Board. The other shall be elected
   by the Board in the following manner: Nominations may be made only by
      Directors who are members of the Exchange but every member of the Board,
except the President, who is a non-voting member of the Board of  
     Directors may vote. A majority of all votes cast shall be necessary for
  election. If no nominee shall receive a majority on three ballots, a
fourth ballot shall be taken when a plurality shall elect. To be  
eligible to serve on the Executive Committee, a Director must have
     served at least one year as a Director. The Chairman of the Board shall
be the Chairman of the Executive Committee. (08/01/94)            

Regulation 162.03 will be repealed. See the Bylaws; Article III.  

162.05 Additional Committees--In addition to those appointed by the Chairman of 
 the Board, the Board may appoint such committees as it sees fit and
prescribe the duties thereof. 1023 (08/01/94)                     

Regulation 162.05 will be repealed. See the Bylaws; Article III;  
Section 3.                                                        

162.09 Strategy Committee--The Strategy Committee shall consist of no more than 
eleven members of the Board. A Vice Chairman of the Board will be 
     Chairman of the Strategy Committee. The Chairman of the Board, with the
approval of the Board of Directors, may fill any vacancy on the   
 Committee by appointing another member of the Board to serve on the
   Committee. The responsibilities of the Strategy Committee shall be as
     follows; (a) to review and recommend a strategic plan for the Exchange;
      (b) to develop and track performance milestones implied in the strategic
      plan; (c) to ensure that subcommittee activities are consistent with the
     strategic plan; (d) to establish policies and priorities for addressing
     member proposals; and (e) to understand the competitive position of the
Exchange. (03/01/99)                                              

Regulation 162.09 will be repealed. See the Bylaws; Article III.  

164.00 Finance Committee--The Chairman of the Board, with the approval of the   
    Board, shall appoint a Finance Committee, which shall consist of seven
members of the Board. All Finance Committee members shall be Full 
   Members, except that one Finance Committee member may be an Associate
    Member. Each year the Chairman of the Board shall appoint the Chairman
    of the Committee for a one-year term provided that the Chairman of the
      Board upon the effective date of this Rule shall appoint the Chairman of
      the Committee for a term that shall expire in January 1995. The Chairman
     of the Board, with the approval of the Board, shall fill any vacancy in
     the Committee by appointing another member of the Board to serve on the
Committee.                                                        

       The responsibilities of the Finance Committee shall be as follows: (a) to
oversee the monetary affairs of the Exchange, including cash flow,
       balance sheet, financing activities and investment of member capital; (b)
      to review and recommend annual budgets and capital expenditure plans for
       Board approval; (c) to review and recommend specific capital expenditures
     over an amount to be determined by the Board; (d) to establish revenue-
sharing policies for joint ventures and alliances; (e) to review  

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 and recommend service, transaction processing and other service fee
 structures; and (f) to review and recommend membership dues policy.
(08/01/94)                                                        

Rule 164.00 will be repealed. See the Bylaws; Article III.        

165.02 Audit Committee--The Audit Committee shall be composed of four members   
     of the Board nominated by the Chairman of the Board and approved by the
      majority vote of the Board. The Audit Committee shall be responsible for
    (a) recommending the outside auditor to conduct an annual audit of the
   financial affairs of the Association; (b) approving the scope of such
audits; (c) ensuring that adequate financial reporting systems and
      controls are in place; (d) reviewing the audit findings and management's
response to those findings; and (e) ensuring the effectiveness of 
 outside auditors and the internal financial audit staff. (08/01/94)

Regulation 165.02 will be repealed. See the Bylaws; Article III.  

165.03 Human Resources Committee--The Human Resources Committee shall be        
  composed of five members of the Board, including the Chairman of the
      Board. The Chairman of the Committee shall be the Chairman of the Board.
      The other members of the Committee shall be nominated by the Chairman of
the Board and approved by the Board.                              

     The Human Resources Committee shall be responsible for (a) establishing
    human resource policies; (b) approving, up to certain specified levels
  which the Board from time to time shall establish, senior management
   compensation specifically as follows: officer salaries (excluding the
   salary of the President) and, in conjunction with the President, non-
officer salaries; (c) reviewing and recommending senior management
    appointments; (d) reviewing senior management evaluations, development
       and succession plans; (e) reviewing and recommending basic organizational
structure; and (f) evaluating the performance of the President.   
(03/01/98)                                                        

Regulation 165.03 will be repealed. See the Bylaws; Article III.  

170.00 Departments--The Board, or the President with the approval of the Board, 
is authorized to establish and maintain such departments as may be
      deemed necessary from time to time, and the Board shall make all needful
     Regulations applicable thereto. All such departments shall be under the
     supervision of the President, who shall be responsible to the Board. 81
(08/01/94)                                                        

Rule 170.00 will be repealed.                                     

181.00 Retirement--The Board is authorized to adopt, maintain, amend, and       
 terminate, from time to time, a plan or plans for the retirement of
employees of the Association and its wholly owned subsidiary      
     corporations and for the payment of pensions to such retired employees;
 provided, however that no such plan or plans shall be applicable to
    employees who are covered by a collective bargaining agreement pension
 plan; and provided, further, that no retired employee now receiving
   retirement compensation shall have his combined Government assistance
   and retirement compensation which was in effect prior to September 1,
1950, reduced as a result of any such plan or plans. 76 (08/01/94)

Rule 181.00 will be repealed.                                     

184.00 Appropriations--There shall be no appropriation of money or property of  
     the Association except for the purpose of its legitimate business or to
promote the purposes of its organization. 601 (08/01/94)          

Rule 184.00 will be repealed.                                     

185.00 Repealing Clause--These Rules shall be effective upon such days as may   
    be proclaimed by the Board. Upon the taking effect of these Rules, all
former Rules and Regulations shall be repealed, except as herein  
   provided, and except that prior transactions shall be governed by the
Rules previously in effect. 606 (08/01/94)                        

Rule 185.00 will be repealed.                                     

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186.00 Liability Under Previous Rules and Regulations--The provisions of the    
 Rules and Regulations in force immediately prior to the adoption of
      these Rules and Regulations shall be superseded hereby, except that such
      adoption shall not affect the liability of any member of the Association
 for any offense theretofore committed, or any rights or liabilities
theretofore acquired or incurred. 607 (08/01/94)                  

Rule 186.00 will be repealed.                                     

190.00 Compensation Information--Information enumerating all compensation and   
      gifts (over a value of $1,000) from the Exchange of any kind and nature,
  including, but not limited to, salaries, deferred payments, bonuses,
  retirement benefits, trusts, and potential severance payments to the
      President, Executive Vice-Presidents, members of the Board of Directors,
  or to any organizations, corporations, partnerships, or associations
     with which the above individuals are associated either as shareholders,
     partners, or by other means will be made available on a quarterly basis
  at the Secretary's office to any interested Full or Associate Member
   requesting this information. (01/01/00) OF FORMAL INTERPRETATION CBOT
 RULE 190.00-COMPENSATION INFORMATION (Adopted by Board of Directors
February 15, 2000)                                                

       Pursuant to Rule 190.00, the following information will be made available
     on a quarterly basis by the Secretary's Office to any Full or Associate
member requesting this information:                               

Compensation                                                        

Information enumerating all direct compensation and gifts (over a   
value of $1,000) from the Exchange of any kind and nature since the 
beginning of the CBOT's last fiscal year, including but not limited 
to, salaries, deferred payments, bonuses, retirement benefits,      
trusts and potential severance payments to the President, Executive 
Vice-Presidents, and members of the Board of Directors.             

Transactions                                                        

Information about any transaction or series of similar transactions 
to which the Exchange or any of its subsidiaries was or is a party, 
and in which the President, any Executive Vice-President, any member
of the Board of Directors, or any immediate family member of such   
persons, had or has a material interest. An interest shall not be   
deemed "material" within the meaning of this rule:                  

     (a) Where the interest arises only (i) from such person's
    position as a director of another corporation or
             organization which is a party to the transaction; or (ii)
                from the direct or indirect ownership by such person of less
              than a ten percent (10%) equity interest in another person
      (other than a partnership) which is a party to the
                transaction; or (iii) from both such position and ownership.

          (b) Where the interest arises only from such person's position
             as a limited partner in a partnership in which the person
               and all other persons specified in the above paragraph have
  an interest of less than ten percent (10%); or

       (c) Where the interest arises solely from the holding of an
              equity interest (including a limited partnership interest,
               but excluding a general partnership interest) or a creditor
     interest in another person that is a party to the
             transaction with the Exchange or any of its subsidiaries,
                and the transaction in question represents five percent (5%)
             or less of the other entity's consolidated gross revenues
for its last full fiscal year. (04/01/00)   

Rule 190.00 will be repealed.                                           

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Interpretation--The Board of Directors adopted the following on April 17, 
1990 as a formal rule interpretation which confirms established Exchange        
practice: "For purposes of all petition provisions in Rules 102.00 "Nominations 
for Elective Office' and 107.00 "Amendment of Rules', the signature of an       
Associate Member shall count for 1/6th of the signature of a Full Member."      
(08/01/94)                                                                      

The above Interpretation will be repealed.                              

* * * * * 

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers                              

Delaware General Corporation Law                                              

Under Section 145 of the Delaware General Corporation Law, For-Profit CBOT
is empowered to indemnify its directors and officers in the circumstances       
therein provided. Certain portions of Section 145 are summarized below:         

Section 145(a) of the Delaware General Corporation Law provides that a    
corporation may indemnify any person who was or is a party or is threatened to  
be made a party to any threatened, pending or completed action, suit or         
proceeding, whether civil, criminal, administrative or investigative (other     
than an action by or in the right of the corporation) by reason of the fact     
that such person is or was a director, officer, employee or agent of the        
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including attorneys'      
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by such person in connection with such action, suit or proceeding if   
such person acted in good faith and in a manner such person reasonably believed 
to be in or not opposed to the best interests of the corporation, and, with     
respect to any criminal action or proceeding, had no reasonable cause to        
believe such person's conduct was unlawful.                                     

Section 145(b) of the Delaware General Corporation Law provides that a    
corporation may indemnify any person who was or is a party or is threatened to  
be made a party to any threatened, pending or completed action or suit by or in 
the right of the corporation to procure a judgment in its favor by reason of    
the fact that such person is or was a director, officer, employee or agent of   
the corporation, or is or was serving at the request of the corporation as a    
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against expenses (including attorneys' fees) 
actually and reasonably incurred by such person in connection with the defense  
or settlement of such action or suit if such person acted in good faith and in  
a manner such person reasonably believed to be in or not opposed to the best    
interests of the corporation and except that no indemnification shall be made   
in respect of any claim, issue or matter as to which such person shall have     
been adjudged to be liable to the corporation unless and only to the extent     
that the Delaware Court of Chancery or the court in which such action or suit   
was brought shall determine upon application that, despite the adjudication of  
liability but in view of all the circumstances of the case, such person is      
fairly and reasonably entitled to indemnity for such expenses which the         
Delaware Court of Chancery or such other court shall deem proper.               

 Section 145(c) of the Delaware General Corporation Law provides that to the
extent that a present or former director or officer of a corporation has been   
successful on the merits or otherwise in defense of any action, suit or         
proceeding referred to in Section 145(a) and (b), or in defense of any claim,   
issue or matter therein, such person shall be indemnified against expenses      
(including attorneys' fees) actually and reasonably incurred by such person in  
connection therewith.                                                           

Section 145(d) of the Delaware General Corporation Law provides that any  
indemnification under Section 145(a) and (b) (unless ordered by a court) shall  
be made by the corporation only as authorized in the specific case upon a       
determination that indemnification of the present or former director, officer,  
employee or agent is proper in the circumstances because such person has met    
the applicable standard of conduct set forth in Section 145(a) and (b). Such    
determination shall be made, with respect to a person who is a director or      
officer at the time of such determination, (1) by a majority vote of the        
directors who were not parties to such action, suit or proceeding, even though  
less than a quorum, or (2) by a committee of such directors designated by       
majority vote of such directors, even though less than a quorum, or (3) if      
there are no such directors, or if such directors so direct, by independent     
legal counsel in a written opinion, or (4) by the stockholders.                 

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Section 145(e) of the Delaware General Corporation Law provides that      
expenses (including attorneys' fees) incurred by an officer or director in      
defending any civil, criminal, administrative or investigative action, suit or  
proceeding may be paid by the corporation in advance of the final disposition   
of such action, suit or proceeding upon receipt of an undertaking by or on      
behalf of such director or officer to repay such amount if it shall ultimately  
be determined that such person is not entitled to be indemnified by the         
corporation as authorized in Section 145. Such expenses (including attorneys'   
fees) incurred by former directors and officers or other employees and agents   
may be so paid upon such terms and conditions, if any, as the board of          
directors deems appropriate.                                                    

Section 145(f) of the Delaware General Corporation Law provides that the  
indemnification and advancement of expenses provided by, or granted pursuant    
to, Section 145 shall not be deemed exclusive of any other rights to which      
those seeking indemnification or advancement of expenses may be entitled under  
any bylaw, agreement, vote of stockholders or disinterested directors or        
otherwise.                                                                      

Section 145(g) of the Delaware General Corporation Law provides that a    
corporation shall have the power to purchase and maintain insurance on behalf   
of any person who is or was a director, officer, employee or agent of the       
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against any liability asserted against such  
person and incurred by such person in any such capacity, or arising out of such 
person's capacity as such, whether or not the corporation would have the power  
to indemnify such person against such liability under Section 145.              

Amended and Restated Certificate of Incorporation                             

 The amended and restated certificate of incorporation, as amended, provides
that a director of For-Profit CBOT shall not be personally liable to For-Profit 
CBOT or its stockholders for monetary damages for breach of fiduciary duty as a 
director, except for liability (i) for any breach of the director's duty of     
loyalty to For-Profit CBOT or its stockholders, (ii) for acts or omissions not  
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"),  
or (iv) for any transaction from which the director derived an improper         
personal benefit. If the DGCL is amended to authorize corporate action further  
eliminating or limiting the personal liability of directors, then the liability 
of a director of the For-Profit CBOT shall be eliminated or limited to the      
fullest extent permitted by the DGCL, as so amended.                            

Bylaws                                                                        

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 or an officer of For-    
Profit CBOT or is or was serving at the request of For-Profit CBOT as a         
director, officer or trustee 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 or  
trustee or in any other capacity while serving as a director, officer or        
trustee, shall be indemnified and held harmless by For-Profit CBOT to the       
fullest extent authorized by the DGCL, 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 For-Profit CBOT to provide broader indemnification rights     
than such law permitted For-Profit CBOT 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 otherwise provided in the bylaws with        
respect to proceedings to enforce rights to indemnification, For-Profit CBOT    
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.                                       

In addition, an indemnitee shall also have the right to be paid by For-   
Profit CBOT the expenses (including attorney's fees) incurred in defending any  
such proceeding in advance of its final disposition (hereinafter an             

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"advancement of expenses"); provided, however, that, if the DGCL 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 For-Profit CBOT 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.                                   

  If a claim for indemnification is not paid in full by For-Profit CBOT within
sixty (60) days after a written claim has been received by For-Profit CBOT,     
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 For-Profit CBOT 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 For-Profit CBOT 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 For-      
Profit CBOT to recover an advancement of expenses pursuant to the terms of an   
undertaking, For-Profit CBOT 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 DGCL. Neither the failure of For-Profit CBOT   
(including its directors who are not parties to such action, a committee of     
such directors, independent legal counsel, or its stockholders) 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 DGCL, nor an actual         
determination by For-Profit CBOT (including its directors who are not parties   
to such action, a committee of such directors, independent legal counsel, or    
its stockholders) 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 For-Profit CBOT 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 the       
bylaws or otherwise shall be on For-Profit CBOT.                                

The rights to indemnification and to the advancement of expenses conferred
in the bylaws shall not be exclusive of any other right which any person may    
have or hereafter acquire under any statute, For-Profit CBOT's certificate of   
incorporation, agreement, vote of stockholders or directors or otherwise.       

Insurance                                                                     

For-Profit CBOT may maintain insurance, at its expense, to protect itself 
and any director, officer, employee or agent of For-Profit CBOT or another      
corporation, partnership, joint venture, trust or other enterprise against any  
expense, liability or loss, whether or not For-Profit CBOT would have the power 
to indemnify such person against such expense, liability or loss under the      
DGCL.                                                                           

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Item 21. Exhibits and Financial Statement Schedules                             

(a) Exhibits                                                              

                                                                [Download Table]

Exhibit                                                                   
Number                            Description                             
-------                           -----------                             
                                                                          
 2.1      Form of Agreement and Plan of Merger between Ceres Trading      
           Limited Partnership, CBOT and a CBOT wholly owned merger       
           subsidiary.**                                                  
 3.1      Amended and Restated Certificate of Incorporation of the        
           Board of Trade of the City of Chicago, Inc.**                  
 3.2      Form of Amended and Restated Certificate of Incorporation       
           of the for-profit Board of Trade of the City of Chicago,       
           Inc. (Reference is hereby made to Appendix D of the Proxy      
           Statement and Prospectus).                                     
 3.3      Amended and Restated Bylaws of the Board of Trade of the        
           City of Chicago, Inc.**                                        
 3.4      Form of Amended and Restated Bylaws of the for-profit           
           Board of Trade of the City of Chicago, Inc. (Reference is      
           hereby made to Appendix E of the Proxy Statement and           
           Prospectus).                                                   
 3.5      Form of Certificate of Designation relating to Series A         
           Cumulative Convertible Preferred Stock.**                      
 4.1      Form of Class A Common Stock Certificate for the Board of       
           Trade of the City of Chicago, Inc.**                           
 4.2      Form of Class B Common Stock Certificate for the Board of       
           Trade of the City of Chicago, Inc.**                           
 4.3      Form of Series A Cumulative Convertible Preferred Stock         
           Certificate for the Board of Trade of the City of              
           Chicago, Inc.**                                                
 4.4      Rules and Regulations of the Board of Trade of the City of      
           Chicago, Inc.**                                                
 4.5      Form of Rules and Regulations of the for-profit Board of        
           Trade of the City of Chicago, Inc. (subject to further         
           changes after the date of this Registration Statement).**      
 4.6      Form of Non-Transferable Entitlement to Receive Stock of        
           the Board of Trade of the City of Chicago, Inc.**              
 5        Form of Opinion of Morris, Nichols, Arscht & Tunnell as to      
           legality of the securities being registered.**                 
 8        Form of Opinion of Kirkland & Ellis concerning certain tax      
           matters.**                                                     
10.1      Agreement, dated April 14, 2000, between the CBOT and           
           Thomas R. Donovan.**                                           
10.2      Letter Agreement, dated April 18, 2000, between the CBOT        
           and Dennis A. Dutterer.**                                      
10.3      Letter Agreement, dated April 18, 2000, between the CBOT        
           and BOTCC.**                                                   
10.4      Executive Employment Agreement, dated May 18, 1999,             
           between the CBOT and Patrick J. Catania.**                     
10.5      Amendment to Executive Employment Agreement, dated              
           February 28, 2001, between the CBOT and Patrick J.             
           Catania.**                                                     
10.6      Executive Employment Agreement, dated May 18, 1999,             
           between the CBOT and Carol A. Burke.**                         
10.7      Amendment to Executive Employment Agreement, dated              
           February 28, 2001, between the CBOT and Carol A. Burke.**      
10.8      Note Purchase Agreement, dated as of March 1, 1997, among       
           the CBOT and each of the purchasers limited in Schedule A      
           attached thereto.**                                            
10.9      Credit Agreement, dated as of August 11, 2000, between the      
           CBOT and Bank One, N.A.**                                      
10.10     Security Agreement, dated as of August 11, 2000, between        
           the CBOT and Bank One, N.A.**                                  
10.11     Second Amended and Restated Limited Partnership Agreement       
           of Ceres Trading Limited Partnership, dated September 8,       
           1997.**                                                        

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                                                                [Download Table]

Exhibit                                                                   
Number                            Description                             
-------                           -----------                             
                                                                          
10.12     Executive Employment Agreement, dated as of February 20,        
           2001, between the CBOT and David J. Vitale.**                  
10.13     License Agreement, dated as of June 5, 1997, between Dow        
           Jones & Company, Inc. and the CBOT (certain confidential       
           portions have been omitted and filed separately with the       
           SEC pursuant to a request for confidential treatment).**       
10.14     Amendment to License Agreement, dated as of September 9,        
           1997, between Dow Jones & Company, Inc. and the CBOT.**        
10.15     Second Amendment to License Agreement, dated as of              
           February 18, 1998, between Dow Jones & Company, Inc. and       
           the CBOT (certain confidential portions have been omitted      
           and filed separately with the SEC pursuant to a request        
           for confidential treatment).**                                 
10.16     Third Amendment to License Agreement, dated as of May,          
           1998, between Dow Jones & Company, Inc. and the CBOT.**        
10.17     Alliance Agreement, dated October 1, 1999, among the CBOT,      
           Ceres, Ceres Alliance LLC, Deutsche Borse AG, Swiss Stock      
           Exchange, Eurex Zurich AG, Eurex Frankfurt AG and Eurex        
           Deutschland.**                                                 
10.18     Software License Agreement, dated October 1, 1999, among        
           Deutsche Borse AG, Swiss Stock Exchange, Ceres Trading         
           Limited Partnership and the CBOT (certain confidential         
           portions have been omitted and filed separately with the       
           SEC pursuant to a request for confidential treatment).**       
10.19     Master Software Development Agreement, dated July 20,           
           2000, among Deutsche Borse Aktiengesellschaft, Swiss           
           Stock Exchange, the CBOT, Ceres, Ceres Alliance L.L.C.,        
           Eurex Frankfurt AG, Eurex Zurich AG, Eurex Clearing AG         
           and CBOT/Eurex Alliance, L.L.C. (certain confidential          
           portions have been omitted and filed separately with the       
           SEC pursuant to a request for confidential treatment).**       
10.20     Confirmation of Rights Agreement, dated July 27, 2000,          
           among Deutsche Borse AG, the Swiss Stock Exchange, Ceres       
           and the CBOT (certain confidential portions have been          
           omitted and filed separately with the SEC pursuant to a        
           request for confidential treatment).**                         
10.21     Systems Operations Agreement, dated July 20, 2000, between      
           Deutsche Borse Systems AG and Deutsche Borse                   
           Aktiengesellschaft, Swiss Stock Exchange, the CBOT,            
           Ceres, Ceres Alliance L.L.C., Eurex Frankfurt AG, Eurex        
           Zurich AG, Eurex Clearing AG and CBOT/Eurex Alliance,          
           L.L.C. (certain confidential portions have been omitted        
           and filed separately with the SEC pursuant to a request        
           for confidential treatment).**                                 
10.22     Second Amended and Restated License Agreement, dated as of      
           August 25, 2000, between the CBOT and Ceres (certain           
           confidential portions have been omitted and filed              
           separately with the SEC pursuant to a request for              
           confidential treatment).**                                     
10.23     ISDA Master Agreement and related foreign exchange forward      
           contracts, dated as of September 27, 2000, between Bank        
           of America, N.A. and Ceres.**                                  
10.24     Promissory Note, dated March 30, 2001, given by the CBOT        
           to Hitachi Credit America Corp.**                              
10.25     Security Agreement, dated March 30, 2001, between the CBOT      
           and Hitachi Credit America Corp.**                             
10.26     Letter Agreement, dated March 21, 2001, between James P.        
           Amaral and the CBOT.**                                         
21        Subsidiaries of For-Profit CBOT.**                              
23.1      Consent of Deloitte & Touche, LLP.                              
23.2      Consent of Morris, Nichols, Arscht & Tunnell (included in       
           Exhibit 5).                                                    
23.3      Consent of Kirkland & Ellis (included in Exhibit 8).            
23.4      Consent of William Blair & Company, L.L.C.                      
23.5      Consent of Arthur Andersen LLP.                                 
24        Powers of Attorney (included in signature page).**              
99.1      Form of Proxy Card for Special Meeting of Members of the        
           CBOT.**                                                        

--------                                                                        
* To be filed by amendment.                                                     
**Previously filed.                                                             

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(b) Financial Statement Schedules                                         

Schedules have been omitted because the information required to be set
forth therein is not applicable or is shown in the financial statements or  
notes thereto.                                                              

(c) Report, Opinion or Appraisal Exhibits                                 

1. Fairness Opinion of William Blair & Company, L.L.C., dated January 
16, 2001 (included in the Proxy Statement and Prospectus as Appendix C-1).  

2. Fairness Opinion of Arthur Andersen LLP, dated January 16, 2001    
(included in the Proxy Statement and Prospectus as Appendix C-2).           

  3. Preliminary Valuation Analysis of Arthur Andersen LLP, dated February
28, 2001 (included in the Proxy Statement and Prospectus as Appendix C-3).  

Item 22. Undertakings.                                                          

 Insofar as the indemnification for liabilities arising under the Securities
Act of 1933 may be permitted as to directors, officers and controlling persons  
of the Registrant pursuant to the provisions described in Item 20, or           
otherwise, the Registrant has been advised that in the opinion of the SEC, such 
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payments by the Registrant of expenses         
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by     
such director, officer or controlling person in connection with the securities  
being registered, the Registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.                                                     

The undersigned Registrant hereby undertakes to respond to requests for   
information that is incorporated by reference into the document pursuant to     
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of     
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the registration statement through    
the date of responding to the request. The undersigned Registrant hereby        
further undertakes to supply by means of a post-effective amendment all         
information concerning a transaction and the company being acquired involved    
therein, that was not the subject of or included in the registration statement  
when it became effective.                                                       

The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a       
prospectus which is a part of this registration statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the applicable registration form with respect to reofferings by   
persons who may be deemed underwriters, in addition to the information called   
for by the other Items of the applicable form.                                  

The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the       
requirements of section 10(a)(3) of the Act and is used in connection with an   
offering of securities subject to Rule 415, will be filed as a part of an       
amendment to the registration statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

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The undersigned Registrant hereby undertakes:                             

 (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:                  

(i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act;                                                         

(ii) To reflect in the document any facts or events arising after 
the effective date of the Registration Statement (or the most recent    
post-effective amendment thereof) which, individually or in the         
aggregate, represent a fundamental change in the information set forth  
in the Registration Statement. Notwithstanding the foregoing, any       
increase or decrease in volume of securities offered (if the total      
dollar value of securities offered would not exceed that which was      
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes  
in volume and price represent no more than 20 percent change in the     
maximum aggregate offering price set forth in the "Calculation of       
Registration Fee" table in the effective Registration Statement;        

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement  
or any material change to such information in the registration          
statement.                                                              

(2) That, for the purpose of determining any liability under the      
Securities Act, each such post-effective amendment shall be deemed to be a  
new registration statement relating to the securities offered therein, and  
the offering of such securities at that time shall be deemed to be the      
initial bona fide offering thereof.                                         

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the           
termination of the offering.                                                

The undersigned Registrant hereby undertakes that, for purposes of        
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,   
each filing of an employee benefit plan's annual report pursuant to Section     
15(d) of the Exchange Act) that is incorporated by reference in the             
Registration Statement shall be deemed to be a new Registration Statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide thereof.               

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment no. 4 to the registration statement to be signed 
on its behalf by the undersigned, hereunto duly authorized, in the City of      
Chicago, State of Illinois, on May 2, 2001.                                     

                                 BOARD OF TRADE OF THE CITY OF
                   CHICAGO, INC.

                                          /s/ Nickolas J. Neubauer
                                         By: _________________________________
                                          Nickolas J. Neubauer
                                           Chairman of the Board

*  *  * 

Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 4 to the registration statement has been signed by the following persons on 
May 2, 2001 in the capacities indicated.                                        

                                                                [Download Table]

                 Signature                                     Title                
                 ---------                                     -----                

                                                                                    
          /s/ David J. Vitale               President and Chief Executive Officer   
___________________________________________   (Principal Executive Officer)         
              David J. Vitale                                                       

             *Glen M. Johnson               Chief Financial Officer (Principal      
___________________________________________   Financial Officer)                    
              Glen M. Johnson                                                       

             *Jill A. Harley                Treasurer (Principal Accounting Officer)
___________________________________________                                         
              Jill A. Harley                                                        

         /s/ Nickolas J. Neubauer           Chairman of the Board                   
___________________________________________                                         
           Nickolas J. Neubauer                                                     

            *Charles P. Carey               Vice Chairman of the Board              
___________________________________________                                         
             Charles P. Carey                                                       

             *Raymond Cahnman               Director                                
___________________________________________                                         
              Raymond Cahnman                                                       

            *James E. Cashman               Director                                
___________________________________________                                         
             James E. Cashman                                                       

             *Mark E. Cermak                Director                                
___________________________________________                                         
              Mark E. Cermak                                                        

            *Robert F. Corvino              Director                                
___________________________________________                                         
             Robert F. Corvino                                                      


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                                                                [Download Table]

                 Signature                                     Title
                 ---------                                     -----

                                                                    
             *James F. Curley               Director                
___________________________________________                         
              James F. Curley                                       

          *Andrew J. Filipowski             Director                
___________________________________________                         
           Andrew J. Filipowski                                     
           *Douglas M. Kurzydlo             Director                
___________________________________________                         
            Douglas M. Kurzydlo                                     
           *Veda Kaufman Levin              Director                
___________________________________________                         
            Veda Kaufman Levin                                      
            *James P. McMillin              Director                
___________________________________________                         
             James P. McMillin                                      

             *Joseph Niciforo               Director                
___________________________________________                         
              Joseph Niciforo                                       

            *James R. Thompson              Director                
___________________________________________                         
             James R. Thompson                                      

            *J. Andrew Wallace              Director                
___________________________________________                         
             J. Andrew Wallace                                      

            *Michael D. Walter              Director                
___________________________________________                         
             Michael D. Walter                                      

             *Ralph H. Weems                Director                
___________________________________________                         
              Ralph H. Weems                                        


/s/ Nickolas J. Neubauer                                          
*By: ________________________________                                           
Nickolas J. Neubauer                                          
Attorney-in-fact                                          

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EXHIBIT INDEX 

                                                                [Download Table]

 Exhibit                                                                      
 Number                             Description                               
 -------                            -----------                               
                                                                              
 2.1      Form of Agreement and Plan of Merger among Ceres Trading            
           Limited Partnership, CBOT and a CBOT wholly owned merger           
           subsidiary.**                                                      
 3.1      Amended and Restated Certificate of Incorporation of the Board      
           of Trade of the City of Chicago, Inc.**                            
 3.2      Form of Amended and Restated Certificate of Incorporation of        
           the for-profit Board of Trade of the City of Chicago, Inc.         
           (Reference is hereby made to Appendix D of the Proxy               
           Statement and Prospectus).                                         
 3.3      Amended and Restated Bylaws of the Board of Trade of the City       
           of Chicago, Inc.**                                                 
 3.4      Form of Amended and Restated Bylaws of the for-profit Board of      
           Trade of the City of Chicago, Inc. (Reference is hereby made       
           to Appendix E of the Proxy Statement and Prospectus).              
 3.5      Form of Certificate of Designation relating to Series A             
           Cumulative Convertible Preferred Stock.**                          
 4.1      Form of Class A Common Stock Certificate for the Board of           
           Trade of the City of Chicago, Inc.**                               
 4.2      Form of Class B Common Stock Certificate for the Board of           
           Trade of the City of Chicago, Inc.**                               
 4.3      Form of Series A Cumulative Convertible Preferred Stock             
           Certificate for the Board of Trade of the City of Chicago,         
           Inc.**                                                             
 4.4      Rules and Regulations of the Board of Trade of the City of          
           Chicago, Inc.**                                                    
 4.5      Form of Rules and Regulations of the for-profit Board of Trade      
           of the City of Chicago, Inc. (subject to further changes           
           after the date of this Registration Statement).**                  
 4.6      Form of Non-Transferable Entitlement to Receive Stock of the        
           Board of Trade of the City of Chicago, Inc.**                      
 5        Form of Opinion of Morris, Nichols, Arscht & Tunnell as to          
           legality of the securities being registered.**                     
 8        Form of Opinion of Kirkland & Ellis concerning certain tax          
           matters.**                                                         
10.1      Agreement, dated April 14, 2000, between the CBOT and Thomas        
           R. Donovan.**                                                      
10.2      Letter Agreement, dated April 18, 2000, between the CBOT and        
           Dennis A. Dutterer.**                                              
10.3      Letter Agreement, dated April 18, 2000, between the CBOT and        
           BOTCC.**                                                           
10.4      Executive Employment Agreement, dated May 18, 1999, between         
           the CBOT and Patrick J. Catania.**                                 
10.5      Amendment to Executive Employment Agreement, dated February         
           28, 2001, between the CBOT and Patrick J. Catania.**               
10.6      Executive Employment Agreement, dated May 18, 1999, between         
           the CBOT and Carol A. Burke.**                                     
10.7      Amendment to Executive Employment Agreement, dated February         
           28, 2001, between the CBOT and Carol A. Burke.**                   
10.8      Note Purchase Agreement, dated as of March 1, 1997, among the       
           CBOT and each of the purchasers limited in Schedule A              
           attached thereto.**                                                
10.9      Credit Agreement, dated as of August 11, 2000, between the          
           CBOT and Bank One, N.A.**                                          
10.10     Security Agreement, dated as of August 11, 2000, between the        
           CBOT and Bank One, N.A.**                                          
10.11     Second Amended and Restated Limited Partnership Agreement of        
           Ceres Trading Limited Partnership, dated September 8, 1997.**      
10.12     Executive Employment Agreement, dated as of February 20, 2001,      
           between the CBOT and David J. Vitale.**                            

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                                                                [Download Table]

 Exhibit                                                                      
 Number                             Description                               
 -------                            -----------                               
                                                                              
10.13     License Agreement, dated as of June 5, 1997, between Dow Jones      
           & Company, Inc. and the CBOT (certain confidential portions        
           have been omitted and filed separately with the SEC pursuant       
           to a request for confidential treatment).**                        
10.14     Amendment to License Agreement, dated as of September 9, 1997,      
           between Dow Jones & Company, Inc. and the CBOT.**                  
10.15     Second Amendment to License Agreement, dated as of February         
           18, 1998, between Dow Jones & Company, Inc. and the CBOT           
           (certain confidential portions have been omitted and filed         
           separately with the SEC pursuant to a request for                  
           confidential treatment).**                                         
10.16     Third Amendment to License Agreement, dated as of May, 1998,        
           between Dow Jones & Company, Inc. and the CBOT.**                  
10.17     Alliance Agreement, dated October 1, 1999, among the CBOT,          
           Ceres, Ceres Alliance LLC, Deutsche Borse AG, Swiss Stock          
           Exchange, Eurex Zurich AG, Eurex Frankfurt AG and Eurex            
           Deutschland.**                                                     
10.18     Software License Agreement, dated October 1, 1999, among            
           Deutsche Borse AG, Swiss Stock Exchange, Ceres Trading             
           Limited Partnership and the CBOT (certain confidential             
           portions have been omitted and filed separately with the SEC       
           pursuant to a request for confidential treatment).**               
10.19     Master Software Development Agreement, dated July 20, 2000,         
           among Deutsche Borse Aktiengesellschaft, Swiss Stock               
           Exchange, the CBOT, Ceres, Ceres Alliance L.L.C., Eurex            
           Frankfurt AG, Eurex Zurich AG, Eurex Clearing AG and               
           CBOT/Eurex Alliance, L.L.C. (certain confidential portions         
           have been omitted and filed separately with the SEC pursuant       
           to a request for confidential treatment).**                        
10.20     Confirmation of Rights Agreement, dated July 27, 2000, among        
           Deutsche Borse AG, the Swiss Stock Exchange, Ceres and the         
           CBOT (certain confidential portions have been omitted and          
           filed separately with the SEC pursuant to a request for            
           confidential treatment).**                                         
10.21     Systems Operations Agreement, dated July 20, 2000, between          
           Deutsche Borse Systems AG and Deutsche Borse                       
           Aktiengesellschaft, Swiss Stock Exchange, the CBOT, Ceres,         
           Ceres Alliance L.L.C., Eurex Frankfurt AG, Eurex Zurich AG,        
           Eurex Clearing AG and CBOT/Eurex Alliance, L.L.C. (certain         
           confidential portions have been omitted and filed separately       
           with the SEC pursuant to a request for confidential                
           treatment).**                                                      
10.22     Second Amended and Restated License Agreement, dated as of          
           August 25, 2000, between the CBOT and Ceres (certain               
           confidential portions have been omitted and filed separately       
           with the SEC pursuant to a request for confidential                
           treatment).**                                                      
10.23     ISDA Master Agreement and related foreign exchange forward          
           contracts, dated as of September 27, 2000, between Bank of         
           America, N.A. and Ceres.**                                         
10.24     Promissory Note, dated March 30, 2001, given by the CBOT to         
           Hitachi Credit America Corp.**                                     
10.25     Security Agreement, dated March 30, 2001, between the CBOT and      
           Hitachi Credit America Corp.**                                     
10.26     Letter Agreement, dated March 21, 2001, between James P.            
           Amaral and the CBOT.**                                             
21        Subsidiaries of For-Profit CBOT.**                                  
23.1      Consent of Deloitte & Touche, LLP.                                  
23.2      Consent of Morris, Nichols, Arscht & Tunnell (included in           
           Exhibit 5).                                                        
23.3      Consent of Kirkland & Ellis (included in Exhibit 8).                
23.4      Consent of William Blair & Company, L.L.C.                          
23.5      Consent of Arthur Andersen LLP.                                     
24        Powers of Attorney (included in signature page).**                  
99.1      Form of Proxy Card for Special Meeting of Members of the            
           CBOT.**                                                            

--------                                                                        
* To be filed by amendment.                                                     
**Previously filed.