Exhibit 4.4


 


IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE


IN AND FOR NEW CASTLE COUNTY


 


	
  CME GROUP INC, a Delaware Corporation, as

  	
  )

  	
   

  
	
  successor by merger to CBOT HOLDINGS, INC., a

  	
  )

  	
   

  
	
  Delaware corporation; THE BOARD OF TRADE

  	
  )

  	
   

  
	
  OF THE CITY OF CHICAGO, INC., a Delaware

  	
  )

  	
   

  
	
  corporation; and MICHAEL FLOODSTRAND and

  	
  )

  	
   

  
	
  THOMAS J. WARD and All Others Similarly

  	
  )

  	
   

  
	
  Situated, 

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Plaintiffs,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  v.

  	
  )

  	
  Civil Action No. 2369-VCN

  
	
   

  	
  )

  	
   

  
	
  CHICAGO BOARD OPTIONS EXCHANGE,

  	
  )

  	
   

  
	
  INC., a Delaware non-stock corporation,

  	
  )

  	
   

  
	
  WILLIAM J. BRODSKY, JOHN E. SMOLLEN,

  	
  )

  	
   

  
	
  ROBERT J. BIRNBAUM, JAMES R. BORIS,

  	
  )

  	
   

  
	
  MARK F. DUFFY, DAVID FISHER, JONATHAN

  	
  )

  	
   

  
	
  G. FLATOW, JANET P. FROETSCHER,

  	
  )

  	
   

  
	
  BRADLEY G. GRIFFITH, PAUL J. JIGANTI,

  	
  )

  	
   

  
	
  PAUL KEPES, STUART K. KIPNES, DUANE R.

  	
  )

  	
   

  
	
  KULLBERG, JAMES P. MacGILVRAY,

  	
  )

  	
   

  
	
  ANTHONY D. McCORMICK, R. EDEN

  	
  )

  	
   

  
	
  MARTIN, KEVIN MURPHY, RODERICK 

  	
  )

  	
   

  
	
  PALMORE, THOMAS H. PATRICK, JR., SUSAN

  	
  )

  	
   

  
	
  M. PHILLIPS, WILLIAM R. POWER, SAMUEL

  	
  )

  	
   

  
	
  K. SKINNER, CAROLE E. STONE, HOWARD L.

  	
  )

  	
   

  
	
  STONE, and EUGENE S.SUNSHINE,

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Defendants.

  	
  )

  	
   

  



 


STIPULATION OF SETTLEMENT


 


The parties to
the above-captioned class action (the “Action”), by and through their
respective attorneys, have entered into the following Stipulation of Settlement
(the “Stipulation”), dated as of August 20, 2008, subject to the approval
of the Court of Chancery of the State of Delaware (the “Court”).  The settlement contemplated by this
Stipulation is referred to herein as the “Settlement.”


 

















 


BACKGROUND


 


1.             The Chicago Board Options Exchange, Incorporated (“CBOE,”
as more fully defined below) is a national securities exchange that is
regulated by the United States Securities and Exchange Commission (“SEC”).


 


2.             CBOE was established and initially funded by the Board
of Trade of the City of Chicago, Inc. (“Board of Trade” or “CBOT”).  As a result, in 1972, the Board of Trade
included a right in Article Fifth(b) (“Article Fifth(b)”) of
CBOE’s Certificate of Incorporation (the “Charter”) –known as the “Exercise
Right” –that allows a Board of Trade “member” to become a member of CBOE
without separately paying for that membership. 
Specifically, Article Fifth(b) provides that:


 


[E]very present and future member of [the]
Board of Trade who applies for membership in the [CBOE] and who otherwise
qualifies shall, so long as he remains a member of [the] Board of Trade, be
entitled to be a member of the [CBOE] . . . without the necessity of acquiring
such membership for consideration or value from [CBOE].


 


Board of Trade members who became CBOE
members pursuant to Article Fifth(b) were known as “Exerciser
Members.”


 


3.             As a provision of CBOE’s Charter, Article Fifth(b) is
an exchange rule under the Securities Exchange Act of 1934 (the “Exchange
Act”).  As an exchange rule, any
interpretation of Article Fifth(b) by CBOE must be approved by the
SEC to become effective.  In response to
various organizational changes at the CBOT over the years, CBOE interpreted Article Fifth(b) for
purposes of defining CBOT “members” under Article Fifth(b) in light
of those changed circumstances.  On each
such occasion, CBOE submitted its interpretation, to which CBOT sometimes
agreed, to the SEC and those interpretations became effective upon approval by
the SEC.


 


2

















 


4.             One of those interpretations of Article Fifth(b) occurred
in 1992 and is embodied in an agreement between CBOE and the Board of Trade
dated September 1, 1992, that reflected the parties’ shared interpretation
of Article Fifth(b) under certain scenarios (the “1992 Agreement”).  The interpretation reflected in the 1992
Agreement was approved by the SEC in June 1993.


 


5.             In 2000, the Board of Trade announced its intention to
demutualize.  Under CBOE’s initial
interpretation, the Board of Trade’s then-proposed demutualization plan would
have eliminated Board of Trade “members” as contemplated by Article Fifth(b) and
would therefore have eliminated Exercise Right eligibility.  The Board of Trade challenged CBOE’s initial
interpretation and filed an action in Illinois state court.  CBOE and the Board of Trade thereafter
entered into an agreement, dated August 7, 2001, and subsequently amended
by letter agreements dated September 13, 2002, October 7, 2004 and February 14,
2005 (collectively the “2001 Agreement”), reflecting the parties’ shared
interpretation that Exercise Right eligibility under Article Fifth(b) would
survive the Board of Trade’s demutualization under certain specified
conditions.


 


6.             On September 14, 2005, CBOE announced that it
intended to demutualize and convert its members’ interests into shares in a
stock corporation.  In July 2006, CBOE’s Board of
Directors (the “CBOE Board”) established a Special Committee of four
independent directors to value, for purposes of the contemplated
demutualization, the relative interests of Exerciser Members and CBOE members
who paid for their memberships (“CBOE Seat Owners”).


 


7.             On August 23, 2006, CBOT Holdings, Inc. (“CBOT
Holdings”), its wholly-owned subsidiary, the Board of Trade, and two
individuals – Michael Floodstrand and Thomas Ward (the “Individual Plaintiffs”),
representing a proposed class of certain Board of Trade 


 


3

















 


members –filed this Action against CBOE and the CBOE
Board regarding CBOE’s planned demutualization (CBOT Holdings and its successor
CME Group (as defined below), the Board of Trade, and the Individual Plaintiffs
are referred to collectively herein as “Plaintiffs”).  In their original Complaint, Plaintiffs
sought, among other things, a declaratory judgment that CBOE was required by Article Fifth(b) and
the 1992 Agreement to treat Exerciser Members of CBOE and CBOE Seat Owners
equally in the demutualization.


 


8.             On October 17, 2006, CBOT Holdings and Chicago
Mercantile Exchange Holdings, Inc., now known as CME Group Inc. (“CME
Group”), announced a transaction whereby CME Group would merge with CBOT
Holdings, and CME Group would survive the merger (the “CME Transaction”).  The Board of Trade, a wholly-owned subsidiary
of CBOT Holdings before the CME Transaction, would become a wholly-owned
subsidiary of CME Group after the CME Transaction.


 


9.             On December 12, 2006, the CBOE Board met to
consider how to interpret Article Fifth(b) in light of the
anticipated CME Transaction, and it unanimously concluded that the CME
Transaction would extinguish the eligibility of the Individual Plaintiffs and
their putative class under Article Fifth(b) to become members of CBOE
pursuant to the Exercise Right.


 


10.           On December 12, 2006, CBOE filed
its interpretation of Article Fifth(b) with the SEC pursuant to the
Exchange Act.  In rule filing
SR-CBOE-2006-106, CBOE sought the SEC’s approval of that interpretation (CBOE’s
December 12, 2006 SEC filing, as amended, will be referred to as the “Eligibility
Rule Filing”).  Specifically, in the
Eligibility Rule Filing, CBOE sought the SEC’s approval of its
interpretation of Article Fifth(b) that, upon consummation of the CME
Transaction, no persons any longer would qualify as “members” of the Board of
Trade as that term is used in Article Fifth(b) and that, as a result,
no person would be eligible to be an 


 


4

















 


Exerciser Member of CBOE.  In response to the Eligibility Rule Filing,
CBOT Holdings, the Board of Trade and counsel for the putative class submitted
several separate filings to the SEC arguing that CBOE’s interpretation of Article
Fifth(b) constituted a breach of several governing contractual provisions, as
well as a breach of fiduciary duty, and therefore should not be approved by the
SEC.  These filings urged the SEC to
disapprove the Eligibility Rule Filing, or alternatively, to defer ruling
until the Court  had decided the issues presented in this Action.


 


11.           On January 4, 2007, Plaintiffs
filed their Second Amended Complaint.  In
the Second Amended Complaint, Plaintiffs added claims challenging the CBOE
Board’s decision to approve the interpretation of Article Fifth(b) embodied
in the Eligibility Rule Filing as being a breach of contract and a
violation of the CBOE Board’s fiduciary duties under Delaware law.


 


12.           On January 25, 2007, the CBOE
Board approved a plan of demutualization. 
That plan of demutualization assumed that the CME Transaction would be
completed prior to CBOE’s demutualization and that the SEC would approve the
Eligibility Rule Filing.  As a
result, CBOE’s demutualization plan did not provide for the conversion of any
interest held by those who claimed to be, or to have the right to become,
Exerciser Members into shares of stock as part of CBOE’s proposed demutualization.


 


13.           On June 6, 2007, CME Group and
CBOT Holdings announced that the vote to approve the CME Transaction would take
place on July 9, 2007 and that, if approved, the CME Transaction would be
consummated immediately thereafter.  On June 29,
2007, to address that situation, the CBOE Board approved an interpretation of
CBOE Rule 3.19 (the “Continued Membership Interpretation”), which provided
that persons who were Exerciser Members in good standing before the
consummation of the CME Transaction would temporarily retain their CBOE
membership status until the SEC ruled on the Eligibility Rule Filing
(persons who temporarily 


 


5

















 


retained their CBOE membership status pursuant to the
Continued Membership Interpretation and the Transition Rule Filing (as
defined below) are referred to herein as “CBOE Temporary Members”).  The Continued Membership Interpretation was
filed with the SEC on July 2, 2007 pursuant to rule filing
SR-CBOE-2007-77 and was immediately effective.


 


14.           On July 9, 2007, the
shareholders of CME Group and CBOT Holdings and members of the Board of Trade
voted to approve the CME Transaction.  On
July 12, 2007, the CME Transaction was consummated, and the Board of Trade
became a wholly-owned subsidiary of CME Group.


 


15.           On August 3, 2007, the Court
denied Plaintiffs’ motion for a temporary restraining order enjoining CBOE and
the CBOE Board from implementing or enforcing the Continued Membership
Interpretation.  On the same date, the
Court issued a separate Memorandum Opinion staying the Action pending final
action by the SEC on the Eligibility Rule Filing.


 


16.           On August 28, 2007, the CBOE
Board approved a second interpretation of CBOE Rule 3.19, which provided
that the membership status of CBOE Temporary Members would continue after the
SEC approved the Eligibility Rule Filing until other specified events
occurred (the “Transition Rule Filing”). 
The Transition Rule Filing was filed with the SEC on September 10,
2007 in rule filing SR-CBOE-2007-107 and was effective on filing.


 


17.           On January 15, 2008, in
Securities Exchange Act Release No. 34-57159 (Jan. 15, 2008),
reprinted at 73 FR 3769 (Jan. 22, 2008), the SEC issued an order approving
the interpretation in the Eligibility Rule Filing that no person qualifies
to become or remain an Exerciser Member of CBOE pursuant to Article Fifth(b) following
the CME Transaction (the “SEC Approval Order”). 
The SEC Approval Order further stated that the SEC was not deciding 


 


6

















 


issues that solely involved matters of state law, that
the Court had jurisdiction to decide those state law issues, and that if the
Court disagreed with the assumptions upon which the SEC Approval Order was
based with respect to those state law issues, CBOE might be required to amend
the Eligibility Rule Filing to conform with the Court’s ruling or,
alternatively, the SEC could exercise its authority and amend the Eligibility Rule Filing
sua sponte.


 


18.           On February 6, 2008, Plaintiffs
filed their Third Amended Complaint (the “Amended Complaint”) against CBOE and
the following current or former CBOE directors: William J. Brodsky, John E.
Smollen, Robert J. Birnbaum, James R. Boris, Mark F. Duffy, David Fisher,
Jonathan G. Flatow, Janet P. Froetscher, Bradley G. Griffith, Paul J. Jiganti,
Paul Kepes, Stuart K. Kipnes, Duane R. Kullberg, James P. MacGilvray, Anthony
D. McCormick, R. Eden Martin, Kevin Murphy, Roderick Palmore, Thomas H. Patrick, Jr.,
Susan M. Phillips, William R. Power, Samuel K. Skinner, Carole E. Stone, Howard
L. Stone, and Eugene S. Sunshine (the “CBOE Director Defendants”) (CBOE and the
CBOE Director Defendants will be referred to herein collectively as the “Defendants”).  In the Amended Complaint, Plaintiffs seek,
among other things, an injunction barring CBOE and its directors from (i) “terminating
the Exercise Right” following the completion of the CME Group Transaction, (ii) “limiting
or eliminating” the rights, including trading rights, of Exerciser Members upon
completion of the CME Group Transaction, and (iii) issuing any stock to
CBOE Seat Owners as part of the demutualization transaction unless Exerciser
Members receive the same stock and other consideration.  In addition, the Amended Complaint seeks a
judicial declaration that CBOE (i) breached the 1992 Agreement by
determining that the putative class does not have the right to participate in
the demutualization on the same terms as CBOE Seat Owners, (ii) breached Article Fifth(b),
the 1992 Agreement and the 2001 Agreement by seeking to “unilaterally
extinguish” 


 


7

















 


the Exercise Rights of the putative class upon the
consummation of the CME Group Transaction, (iii) would be in breach of the
1992 Agreement if CBOE does not give CBOT full members at least 90 days notice
of any CBOE demutualization transaction so that CBOT full members who had not
yet exercised the Exercise Right would have an opportunity to do so, and (iv) would
be in breach of its Certificate of Incorporation if it issued any stock to CBOE
Seat Owners without allowing Exerciser Members to participate equally in any
stock issuance or distribution.  With
regard to CBOE’s directors, Plaintiffs sought a judicial declaration that CBOE’s
directors breached their fiduciary duties and the “express language of the
Charter” by “limiting the access rights” of the putative class when they
approved the Eligibility Rule Filing, the Continued Membership
Interpretation and the Transition Rule Filing.  The Amended Complaint also sought an order
requiring that the Defendants pay damages to Plaintiffs as a result of their
alleged wrongful conduct.  Finally, the
Amended Complaint substituted CME Group as a plaintiff for CBOT Holdings.


 


19.           On February 7, 2008, the
Defendants moved for summary judgment and, on April 21, 2008, the
Defendants filed an amended motion for partial summary judgment.  On March 19, 2008, Plaintiffs filed a
renewed motion for summary judgment regarding their breach of contract and
equal treatment claims.  The parties’
cross-motions for summary judgment were fully briefed and oral argument was
scheduled for June 4, 2008.


 


20.           On March 14, 2008, the Board of
Trade, Michael Floodstrand and Thomas J. Ward filed a Petition for Review in
the United States Court of Appeals for the District of Columbia Circuit, Case No. 08-1116,
seeking review of the SEC Approval Order (the “Federal Appeal”).  The Federal Appeal is currently stayed.


 


8

















 


21.           After the filing of the Amended
Complaint, Plaintiffs began conducting limited discovery related to the issues
raised in the Defendants’ amended motion for partial summary judgment,
including by serving document requests and interrogatories on the Defendants
and obtaining documents and interrogatory responses.


 


22.           Throughout the Action, and in
connection with the proceedings before the SEC regarding the Eligibility Rule Filing,
the Continued Membership Interpretation and the Transition Rule Filing,
the Defendants have (i) denied all allegations of wrongdoing, (ii) asserted
that the Plaintiffs and the putative class are entitled to no relief
whatsoever, and (iii) vigorously litigated all issues.


 


23.           Following extensive negotiations, the
parties reached an agreement in principle regarding Settlement terms on June 2,
2008.


 


24.           Plaintiffs entered into this
Stipulation after taking into account, among other things: (i) the
substantial benefits to the Participating Class Members (as defined below)
from the Settlement, including the distribution of Settlement Consideration (as
defined below) provided for herein, (ii) the risks of continued litigation
in this Action, (iii) the conclusion of Plaintiffs and their counsel that
the terms and conditions of this Settlement are substantively and procedurally
fair, reasonable, adequate and in the best interests of Plaintiffs and the
Settlement Class Members.


 


25.           The parties to this Stipulation
recognize that the Action was filed by Plaintiffs and defended by Defendants in
good faith and that the Action is being voluntarily settled after advice of
counsel.


 


26.           This Stipulation shall not be
construed or deemed to be a concession by Plaintiffs of any infirmity asserted
in the Action, nor shall it be construed or deemed to be evidence of or 


 


9

















 


an admission or concession on the part of any of the
Defendants with respect to any claim or allegation or of any fault or liability
or wrongdoing or damage whatsoever, or of any infirmity in the defenses that
any of the Defendants have asserted.


 


27.           Defendants have denied, and continue
to deny, any liability or wrongdoing with respect to any and all claims alleged
in this Action or otherwise by Plaintiffs. 
While denying any fault or wrongdoing, and without conceding any
infirmity in their defenses against the claims alleged in this Action,
Defendants consider it desirable that this Action be dismissed, subject to the
terms and conditions herein, because the Settlement will eliminate the
substantial burden, expense, inconvenience, and distraction of continued
litigation and will dispel any uncertainty that may exist as a result of the
pendency of this Action.


 


28.           No motion for class certification has
been presented to the Court, and the Court has not yet made any rulings on
whether the putative class described in this Stipulation should be certified.


 


THE SETTLEMENT


 


29.           It is stipulated and agreed, subject
to entry of the Order of Approval and Final Judgment (as defined below) by the
Court pursuant to Court of Chancery Rule 23 and subject to the provisions
of paragraph 48 hereof, for the good and valuable Settlement Consideration (as
defined below) set forth herein and conferred on the named Individual
Plaintiffs and the Settlement Class Members (as such terms are defined
below) (as preliminarily certified by the Court in its Scheduling Order), that
all of the Settled Claims (as defined below) are completely, fully, finally,
and forever compromised, settled, released, discharged, extinguished, and
dismissed with prejudice, as against the Released Parties (as defined below),
upon and subject to the terms and conditions set forth herein.


 


10














 


30.           For
purposes of this Stipulation:


 


30A.     “B-1 Membership” means a Series B-1
membership of the CBOT.


 


30B.     “CBOE” means (1) prior to the
completion of the CBOE Demutualization Transaction, Chicago Board Options
Exchange, Incorporated, a Delaware non-stock corporation, and (2) after
the completion of the CBOE Demutualization Transaction, Chicago Board Options
Exchange, Incorporated, a Delaware stock corporation.


 


30C.     “CBOE Conversion Event” means (i) any
consolidation, combination or merger of CBOE with another entity, other than
the CBOE Demutualization Transaction, regardless of which entity is the
surviving entity, in connection with which CBOE Seat Owners shall be entitled
to receive securities, cash, assets, rights or other property or things of value
(or any combination thereof) in respect of their memberships, (ii) the
sale, lease, transfer, license or other disposition, in a single transaction or
series of transactions, of all or substantially all of the assets of CBOE, (iii) any
liquidation, dissolution, or winding up of CBOE or (iv) any
recapitalization, reorganization or other transaction or event, or series of
transactions or events, other than the CBOE Demutualization Transaction, upon
the effectiveness of which CBOE Seat Owners shall be entitled to receive
securities, cash, assets, rights or other property or things of value (or any
combination thereof) upon conversion, sale or other disposition of, or in
exchange for, their memberships.


 


30D.     “CBOE Conversion Event Date” means the date
on which a CBOE Conversion Event is effective.


 


30E.      “CBOE Demutualization Date” means the date
on which the CBOE Demutualization Transaction is effective.


 


11

















 


30F.      “CBOE Demutualization Entity” means CBOE
Holdings, Inc., a Delaware stock corporation, or such other Delaware stock
corporation, including CBOE, if applicable, the common stock of which is issued
to CBOE Seat Owners and Participating Group A Settlement Class Members in
the CBOE Demutualization Transaction.


 


30G.     “CBOE Demutualization Transaction” means
the transaction in which the memberships held by CBOE Seat Owners will be
converted into or exchanged for Class A Common Stock of the CBOE
Demutualization Entity.


 


30H.     “CBOT Common Stock” means the Class A
common stock, par value $0.001 per share, of CBOT Holdings.


 


30I.       “Class A Common Stock of the CBOE
Demutualization Entity” means the Class A common stock of the CBOE
Demutualization Entity to be issued to CBOE Seat Owners in connection with the
CBOE Demutualization Transaction.


 


30J.      “Class B Common Stock of the CBOE
Demutualization Entity” means the Class B common stock of the CBOE
Demutualization Entity to be issued to Participating Group A Settlement Class Members
in connection with the CBOE Demutualization Transaction pursuant to this
Settlement.


 


30K.     “Class Counsel” shall be the counsel
of record for the Group A Settlement Class and the Group B
Settlement Class.  Counsel of record for
the Group A Settlement Class is Gordon B. Nash, Jr. and Scott C.
Lascari of Drinker Biddle & Reath LLP and Andre G. Bouchard of
Bouchard, Margules & Friedlander, P.A. 
Counsel of record for the Group B Settlement Class is Peter B.
Carey of the Law Offices of Peter B. Carey and Kenneth J. Nachbar of Morris,
Nichols, Arsht & Tunnell LLP.


 


12

















 


30L.      “CME Group Common Stock” means the Class A
common stock, par value $0.01 per share, of CME Group.


 


30M.    “Common Stock of the CBOE Demutualization
Entity” means the Class A Common Stock of the CBOE Demutualization Entity
and the Class B Common Stock of the CBOE Demutualization Entity.  The powers, designations, preferences and
relative, participating, optional and other special rights, if any, and the
qualifications, limitations and restrictions (collectively, the “Rights”) of
the Class A Common Stock of the CBOE Demutualization Entity and the Class B
Common Stock of the CBOE Demutualization Entity shall be identical in all
respects at all times prior to an Initial Public Offering, except that the Class B
Common Stock of the CBOE Demutualization Entity shall have no voting rights or
privileges of any kind; provided, however that the holders of Class B
Common Stock of the CBOE Demutualization Entity shall be entitled to vote as a
separate class (i) as required by the Delaware General Corporation Law and
(ii) on any proposed consolidation or merger of the CBOE Demutualization
Entity with another entity, but only if such consolidation or merger would
result in either (x) the consideration per share received by the holders
of the Class A Common Stock of the CBOE Demutualization Entity in
connection with such consolidation or merger being different than the
consideration per share received by the holders of the Class B Common
Stock of the CBOE Demutualization Entity in connection with such consolidation
or merger, or (y) an amendment to the certificate of incorporation of the
CBOE Demutualization Entity that affects the Rights of the Class B Common
Stock of the CBOE Demutualization Entity differently than such amendment
affects the Rights of the Class A Common Stock of the CBOE Demutualization
Entity.  Until completion of an Initial
Public Offering and the conversion of all shares of Class B Common Stock
of the CBOE Demutualization Entity into shares of Class A Common Stock of
the CBOE Demutualization 


 


13

















 


Entity, the CBOE Demutualization Entity shall not (a) purchase
or redeem (or permit a subsidiary to purchase or redeem) any shares of its capital
stock other than offers to purchase or redeem that are made to holders of the Class A
Common Stock of the CBOE Demutualization Entity and holders of the Class B
Common Stock of the CBOE Demutualization Entity on identical terms, except that
the number of shares subject to such offers shall be pro rata based on the
number of outstanding shares of Class A Common Stock of the CBOE
Demutualization Entity and Class B Common Stock of the CBOE
Demutualization Entity, (b) declare or pay any dividend, including a
dividend paid in additional shares of capital stock, or make any payment or
distribution of any kind on the shares of Class A Common Stock of the CBOE
Demutualization Entity unless an identical dividend, payment or distribution is
concurrently paid on the shares of Class B Common Stock of the CBOE
Demutualization Entity, or (c) effect any stock split or reverse stock
split with respect to the Class A Common Stock of the CBOE Demutualization
Entity unless an identical stock split or reverse stock split is concurrently
made with respect to the Class B Common Stock of the CBOE Demutualization
Entity.


 


30N.     “Eligibility Date” means 5:00 p.m.,
Chicago time, on the 45th day following the entry of the Scheduling
Order; provided, however, that if that date falls on a weekend or holiday, the
Eligibility Date will be on the next business day.


 


30O.     “Exercise Right Privilege” means the
privilege that, together with a B-1 Membership and 27,338 shares of CBOT Common
Stock (which in the CME Transaction became 10,251.75 shares of CME Group Common
Stock) constituted an Exercise Right, whether or not unbundled from a B-1
Membership.


 


30P.      “Final Approval” means the occurrence of
all of the following events: (a) this Stipulation is approved in all
respects by the Court or is modified by the parties and 


 


14

















 


approved by the Court, (b) the Court enters an
Order of Approval and Final Judgment substantially in the form attached hereto
as Exhibit A (“Order of Approval and Final Judgment”), and (c) the
time to appeal or seek permission to appeal from the Order of Approval and
Final Judgment has expired without an appeal being filed or, if an appeal is
taken from the Order of Approval and Final Judgment, the Order of Approval and
Final Judgment has been affirmed in its entirety by the court of last resort to
which such appeal has been taken and such affirmance has become no longer
subject to further appeal or review.


 


30Q.     A “Group A Settlement Unit” shall consist
of the following interests: (i) one B-1 Membership; (ii) one Exercise
Right Privilege; and (iii) at least 10,251.75 shares of CME Group Common
Stock; provided that (A) in the event of any stock split, reverse stock
split, stock dividend (including a dividend payable in securities convertible
into or exercisable or exchangeable for CME Group Common Stock)
recapitalization, combination, reclassification or similar change in the
capital structure of the CME Group on or after the date of this Stipulation,
the number of shares of CME Group Common Stock required to constitute a Group A
Settlement Unit shall be proportionally adjusted to take into account such
action; and (B) in the event that, on or after the date of this
Stipulation, either (x) the CME Group shall consolidate with, or merge
with and into, any other entity in a transaction or series of related
transactions in which the CME Group is not the continuing or surviving
corporation of such merger or consolidation, or (y) any entity shall
consolidate with the CME Group, or merge with and into the CME Group, and the
CME Group shall be the continuing or surviving corporation of such merger or
consolidation and, in connection with such merger or consolidation, all or part
of the CME Group Common Stock shall be changed into or exchanged for
securities, cash, assets or other property (or any combination thereof), then
the requirement that a Group A Settlement Unit include at least 


 


15

















 


10,251.75 shares of CME Group Common Stock will be
replaced with a requirement that the Group A Settlement Unit include the
securities, cash, assets or other property issued in respect of 10,251.75
shares of CME Group Common Stock (as adjusted pursuant to clause (A), if
applicable) in connection with such transaction.  No Participating Group A Settlement Class Member
shall be deemed to own a number of Group A Settlement Units in excess of the
maximum number of packages of the Three Parts simultaneously beneficially owned
or possessed by delegation by such Group A Settlement Class Member at any
time prior to June 2, 2008.  No
Exercise Right Privileges that have been acquired at any time by CBOE may be
used by a Group A Settlement Class Member to constitute a Group A
Settlement Unit.


 


30R.     A “Group B Settlement Unit” shall consist
of one Exercise Right Privilege.  An
individual Exercise Right Privilege may be used either (a) as one of the
Three Parts to constitute a Group A Settlement Unit or (b) to constitute a
Group B Settlement Unit, but not both. 
No Exercise Right Privileges that have been acquired at any time by CBOE
may be used by a Group B Settlement Class Member to constitute a Group B
Settlement Unit.


 


30S.      “Initial Public Offering” means an
underwritten public offering of the Class A Common Stock of the CBOE
Demutualization Entity.


 


30T.     “Participating Group A Settlement Class Member”
means a Group A Settlement Class Member who the Court determines satisfies
the following conditions:


 


(1)           Such Group A Settlement
Class Member is either a natural person or a corporation, partnership,
limited liability company, trust, estate or other entity not formed for the purpose of participating
in the Settlement.


 


(2)           Such Group A Settlement
Class Member is the record owner of the Three Parts that comprise at least
one Group A Settlement Unit as of 5:00 p.m., Chicago time, on the
Eligibility Date, and continues to be the record owner of at least one Group A
Settlement Unit throughout the Settlement Period.


 


16

















 


(3)           If such Group A
Settlement Class Member is a natural person, the requirement to be the
record owner of at least 10,251.75 shares of CME Group Common Stock for each
Group A Settlement Unit shall be deemed to be satisfied if such shares are
owned of record by (i) such Group A Settlement Class Member together
with such Group A Settlement Class Member’s spouse as joint tenants,
tenants in common or tenants by the entireties, (ii) such Group A
Settlement Class Member as custodian for a family member under the Uniform
Gifts to Minors Act or (iii) one or more trusts for the benefit of such
Group A Settlement Class Member or such Group A Settlement Class Member’s
spouse, children, stepchildren or grandchildren (including adoptive relationships) not formed for the
purpose of participating in the Settlement (“Permitted Owners”).


 


(4)           If such Group A
Settlement Class Member is a trust, the legal owner (i.e., the
trust) may participate as a Group A Settlement Class Member.


 


(5)           If such Group A Settlement Class Member is a natural person who
dies or becomes disabled, the requirement that the Group A Settlement Class Member
be the record owner of the Three Parts shall be deemed to be satisfied if the
Three Parts are owned by the representative of that person or that person’s estate
as that term is used in 755 ILCS § 5/1-2.15.


 


(6)           No Group A Settlement
Unit, nor any portion thereof, may be subject to any encumbrance or lien,
including without limitation a pledge, repurchase agreement or stock loan or
borrowing agreement (collectively, “Liens”), during the Settlement Period,
other than Liens expressly permitted by or arising under the Board of Trade’s Rules and
Regulations.


 


(7)           By 5:00 p.m.,
Chicago time, on the Eligibility Date, and throughout the Settlement Period:


 


(a)           all
shares of CME Group Common Stock included within such Group A Settlement Unit(s) must
be registered in such Group A Settlement Class Member’s name (or the name
of a Permitted Owner) in book-entry form at CME Group’s transfer agent,
Computershare Investor Services, LLP (“Computershare”); and


 


(b)           each
B-1 Membership and Exercise Right Privilege included within such Group A
Settlement Unit(s) must be registered in such Group A Settlement Class Member’s
name on the records of the Board of Trade; provided, however, that B-1 Memberships and Exercise Right Privileges
registered in the name of a Board of Trade member firm’s appointee or nominee
under the Board of Trade’s Rules and Regulations shall be deemed owned by
the Board of Trade member firm.


 


(8)           By the Eligibility
Date, Class Counsel must have received from such Group A Settlement Class Member
a duly completed and executed Participating Group A Settlement Class Member
Claim Form in the form of Exhibit 1 attached to the Notice of
Pendency of Class Action, Proposed Settlement of Class Action,
Settlement Hearing and 


 


17

















 


Right to Appear (for Group A Settlement Class Members
that are natural persons) or Exhibit 2 attached to the Notice of
Pendency of Class Action, Proposed Settlement of Class Action,
Settlement Hearing and Right To Appear (for Group A Settlement Class Members
that are entities).


 


(9)           Participating Group A
Settlement Class Member Claim Forms must be submitted to Class Counsel
by hand delivery, overnight delivery or mail, addressed to:


 


Gordon B. Nash, Esq.


Drinker Biddle and Reath, LLP


191 North Wacker Drive, Suite 3700


Chicago, Illinois 60606-1698


 


Such Participating Group A
Settlement Class Member Claim Forms must be received by Class Counsel
by not later than 5:00 p.m, Chicago time, on the Eligibility Date.  Any Person who fails to submit  a duly completed and executed Participating Group A
Settlement Class Member Claim Form by that time and date will not be
eligible to be a Participating Group A Settlement Class Member or to
receive any Settlement Consideration.


 


 (10)        All
disputes regarding the satisfaction of the foregoing conditions shall be
resolved by the Court.


 


Group A Settlement Class Members may supplement the records of the Board of Trade and Computershare in
order to demonstrate that they are Group A Settlement Class Members.  Group
A Settlement Class Members may do
so by attaching to the Participating Group A Settlement Class Member
Claim Form any records (e.g.,
broker account records, tax records) that they consider relevant to their
status as a member of the Group A Settlement Class.


 


30U.     “Participating Group B Settlement Class Member”
means a Group B Settlement Class Member who the Court determines is the
record owner of at least one Exercise Right Privilege as of 5:00 p.m.,
Chicago time, on the Eligibility Date and satisfies the following additional
conditions:


 


(1)           By
the Eligibility Date, Class Counsel must have received from such Group B
Settlement Class Member a duly completed and executed Participating Group
B Settlement Class Member Claim Form in the form of Exhibit 3
attached to the Notice of Pendency of Class Action, Proposed Settlement of
Class Action, Settlement Hearing and Right to Appear (for Group B
Settlement Class Member that are natural persons) or Exhibit 4
attached to the Notice of Pendency of Class Action, Proposed Settlement of
Class Action, Settlement Hearing and Right To Appear (for Group B
Settlement Class Member that are entities).


 


18














 


(2)           Participating
Group B Settlement Class Member Claim Forms must be submitted to Class Counsel
by hand delivery, overnight delivery or mail, addressed to:


 


Peter
B. Carey, Esq.

Law Offices of Peter B. Carey

11 South LaSalle Street, Suite 1600

Chicago, Illinois 60603-1304


 


Such Participating Group B
Settlement Class Member Claim Forms must be received by Class Counsel
by not later than 5:00 p.m, Chicago time, on the Eligibility Date.  Any individual or entity who fails to submit  a duly completed and executed Participating Group B
Settlement Class Member Claim Form by that time and date will not be
eligible to be a Participating Group B Settlement Class Member or to
receive any Settlement Consideration.


 


(3)           All disputes regarding
the satisfaction of the foregoing conditions shall be resolved by the Court.


 


30V.     “Participating Settlement Class Members”
means collectively the Participating Group A Settlement Class Members and
the Participating Group B Settlement Class Members.


 


30W.    “Paying Agent” means Class Counsel or
such Person as Class Counsel shall designate to receive Settlement
Consideration from CBOE and to disburse it to Participating Settlement Class Members.


 


30X.     “Person” means any natural person,
corporation, partnership, limited liability company, trust, estate or other
entity.


 


30Y.     “Released Parties” means the Plaintiffs and
Defendants in this Action and their respective immediate family members, their
respective present and former parents, subsidiaries, divisions, and affiliates;
the present and former employees, members, partners, principals, officers, and
directors of each of them; the present and former attorneys, advisors,
financial advisors, investment bankers, trustees, administrators, fiduciaries,
consultants, representatives, accountants and auditors, insurers, and agents of
each of them; and the 


 


19

















 


predecessors, estates, heirs, executors, trusts,
trustees, administrators, successors and assigns of each.


 


30Z.     “Settled Claims” means all claims, demands,
rights, actions or causes of action, liabilities, damages, losses, obligations,
judgments, suits, fees, expenses, costs, matters, and issues of any kind or
nature whatsoever, whether known or unknown, contingent or absolute, suspected or
unsuspected, disclosed or undisclosed, matured or unmatured, that have been,
could have been, or in the future can or might be asserted in this Action or in
any court, tribunal, or proceeding (including, but not limited to, any claims
arising under federal or state statutory or common law relating to alleged
breach of any duty, violations of state corporation law, federal securities law
or otherwise) by or on behalf of any Settlement Class Member, by or on
behalf of any of the Plaintiffs in the Action, or by any of the Defendants,
whether individual, class, derivative, representative, legal, equitable, or any
other type or in any other capacity, and based on any conduct that occurred
prior to the date of Final Approval, that was or could have been asserted
against any of the Released Parties, whether or not any such Released Party was
named, served with process, or appeared in this Action, which have arisen,
could have arisen, arise now, or may hereafter arise out of, or related in any
manner to the claims, demands, assertions, allegations, facts, events,
transactions, matters, acts, occurrences, statements, representations,
misrepresentations, omissions, or any other matter, thing, or cause whatsoever,
or any series thereof, embraced, involved, or set forth in, or referred to or
otherwise related, directly or indirectly, in any way to, this Action, or the
subject matter of this Action, and including, without limitation, any claims
(whether or not asserted) in any way related to: (i) Article Fifth(b) of
CBOE’s Certificate of Incorporation, the “Exercise Right” created by Article Fifth(b) and
any interpretation of Article Fifth(b), (ii) Sections 2.1 and 2.5 of
CBOE’s Constitution and CBOE 


 


20

















 


Rules 3.16 and 3.19, (iii) Article IV(D)(2)(b)(2),
Article IV(D)(2)(c) and Article IV(F) of the Amended and
Restated Certificate of Incorporation of Board of Trade of the City of Chicago, Inc.,
(iv) CBOT Rules 128 and 106(D)(14), (v) the 1992 Agreement, (vi) the
2001 Agreement, (vii) any and all actions taken by CBOE and the CBOE Board
concerning the interpretation of Article Fifth(b) (including, but not
limited to, the CBOE Board’s decision to approve the Eligibility Rule Filing
and to submit that filing to the SEC), (viii) any an all actions taken by
CBOE and the CBOE Board concerning the interpretations of CBOE Rule 3.19
(including, but not limited to, the decisions to approve the Continued
Membership Interpretation and the Transition Rule Filing and the related
filings CBOE made with the SEC), (ix) any “state law” issues referred to
in the SEC Approval Order, (x) any “economic rights issues” raised by the
Third Amended Complaint in this Action regarding CBOE’s planned
demutualization, whether arising under state contract law, state fiduciary duty
law, state corporate law or otherwise (including, but not limited to, any
claims referred to in the Memorandum Opinions issued by the Court on August 3,
2007), and (xi) any claims related in any way to who is entitled to any consideration
in connection with the CBOE Demutualization Transaction or any CBOE Conversion
Event and the amount of such consideration, except as otherwise explicitly
provided for herein as part of the Settlement Consideration or otherwise;
provided, however, that “Settled Claims” shall not include any claims that CBOE
may have against Plaintiffs or Settlement Class Members, in their capacity
as current or former members of CBOE, as applicable, in respect of compliance
with any rule of CBOE.  In addition, “Settled Claims” also
means all claims, demands, rights, actions or causes of action, liabilities,
damages, losses, obligations, judgments, suits, fees, expenses, costs, matters,
and issues of any kind or nature whatsoever, whether known or unknown,
contingent or absolute, suspected 


 


21

















 


or unsuspected, disclosed or undisclosed, matured or
unmatured, that have been, could have been, or in the future can or might be
asserted in connection with the Federal Appeal.


 


30AA. The “Settlement Class” will consist of a
non-opt out class, certified by the Court pursuant to Court of Chancery Rules 23(a),
23(b)(1) and (b)(2), consisting of (A) all Persons who at any time
prior to June 2, 2008 simultaneously beneficially owned or possessed by
delegation (i) at least one B-1 Membership, (ii) at least one
Exercise Right Privilege, and (iii) at least 27,338 shares of CBOT Common
Stock or, after consummation of the CME Transaction, at least 10,251.75 shares
of CME Group Common Stock (the “Group A Settlement Class,” each member of which
is a “Group A Settlement Class Member”),  and (B) all Persons who own of record at
least one Exercise Right Privilege as of 5:00 p.m., Chicago time, on the
Eligibility Date and their transferees and assigns (the “Group B Settlement
Class,” each member of which is a “Group B
Settlement Class Member”).


 


30BB.   A “Settlement Class Member” is a Person who falls within the definition
of the “Settlement Class” provided in
paragraph 30AA.


 


30CC.   “Settlement Consideration” includes the
following components:


 


(1)           An “Equity Pool,” consisting of a pool of fully paid
and non-assessable shares of Class B Common Stock
of the CBOE Demutualization Entity that will be issued pursuant to the provisions
of paragraph 36A  below at the time
of the CBOE Demutualization Transaction to Participating Group A Settlement Class Members and which
will not be “restricted securities” within the meaning of the Securities Act of
1933, as amended (the “Securities Act”) and the regulations promulgated
thereunder.  The number of shares of Class B Common
Stock of the CBOE Demutualization Entity in the Equity Pool shall be equal to
the product of (A) 0.21951220 times (B) the aggregate number of
shares of Class A Common Stock of the CBOE Demutualization Entity issued
to CBOE Seat Owners pursuant to the CBOE
Demutualization Transaction.


 


(2)           A “Cash Pool,” consisting of US$300,000,000, that
will be paid by or on behalf of CBOE to the Paying Agent for the benefit of
Participating Settlement Class Members pursuant to the provisions of paragraphs 36B and 36C.


 


22

















 


(3)           A “Fee Based Payment,” which will be paid by CBOE to
certain Participating Group A Settlement Class Members as described below in paragraph 36F.


 


(4)           A “Supplemental
Fee Based Payment” that, subject to the requirements of paragraph 36G, will be
paid by CBOE to certain Participating Group A Settlement Class Members as provided in paragraph 36G.


 


(5)           Any consideration paid
by CBOE to Participating Group A Settlement Class Members as provided in
paragraph 44.


 


(6)           Any consideration to
which Participating Group A Settlement Class Members are entitled
pursuant to paragraph 43.


 


(7)           For each of the
payments made by CBOE to the Paying Agent for the benefit of Participating
Settlement Class Members, CBOE will issue an Internal Revenue Service Form 1099-MISC
to the Paying Agent and the Paying Agent
will issue Form 1099s to the individual Participating Settlement Class Members.


 


30DD.  “Settlement Hearing Date” means the date set
by the Court in the Scheduling Order for the Settlement Hearing.


 


30EE.   “Settlement Period” means the period of time
from 5:00 p.m., Chicago time, on the Eligibility Date through and
including 5:00 p.m., Chicago time, on the Settlement Hearing Date.


 


30FF.   “Three Parts” means (i) one B-1
Membership, (ii) one Exercise Right Privilege, and (iii) at least
27,338 shares of CBOT Common Stock or, after consummation of the CME
Transaction, at least 10,251.75 shares of CME Group Common Stock (subject to
adjustment as set forth in paragraph 30Q).


 


RELEASE OF UNKNOWN CLAIMS


 


31.           The
releases contemplated by this Stipulation as set forth in paragraph 29 extend
to claims that any person or entity granting a release (the “Releasing Person”)
does not know or suspect to exist at the time of the release, which, if known,
might have affected the Releasing Person’s decision to enter into that
release.  The Releasing Person will be
deemed to relinquish, 


 


23

















 


to the extent it is applicable, and to the full extent
permitted by law, the provisions, rights and benefits of § 1542 of the
California Civil Code which provides:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


In addition, the Releasing Person will be
deemed to relinquish, to the extent they are applicable, and to the full extent
permitted by law, the provisions, rights, and benefits of any law of any state
or territory of the United States, federal law, or principle of common law,
which is similar, comparable, or equivalent to § 1542 of the California Civil
Code.  The Releasing Persons acknowledge
that they may discover facts in addition to or different from those now known
or believed to be true with respect to the Settled Claims, but that it is the
intention of the Releasing Persons to hereby completely, fully, finally, and
forever compromise, settle, release, discharge, and extinguish any and all
Settled Claims known or unknown, suspected or unsuspected, which now exist, or
heretofore existed, or may hereafter exist, and without regard to the subsequent
discovery or existence of additional or different facts.  The Releasing Persons warrant that they have
read and understand § 1542 of the California Civil Code and have had the
opportunity to consult with and be advised by counsel regarding its meaning and
effect.  The Releasing Persons hereby
voluntarily waive the provisions, rights, and benefits of § 1542 of the
California Civil Code and the provisions, rights, and benefits of any law of
any state or territory of the United States, federal law, or principle of
common law, which is similar, comparable, or equivalent to § 1542 of the
California Civil Code.


 


24

















 


SUBMISSION AND APPLICATION TO THE COURT


 


32.           As soon as
practicable after this Stipulation is executed and after the Settlement terms
set forth herein have been approved by CBOE’s Board of Directors, the Board of
Trade’s Board of Directors, CME Group’s Board of Directors and the Individual
Plaintiffs in this action, the parties will jointly apply to the Court for an
order in substantially the form attached hereto as Exhibit B (the “Scheduling
Order”), which will include provisions:


 


32A.     preliminarily certifying the Settlement Class pursuant
to Chancery Court Rules 23(a) and 23(b)(1) and 23(b)(2);


 


32B.     scheduling a hearing (the “Settlement
Hearing”) at which the Court will: (i) determine whether this action
should be certified finally as a class action on behalf of the Settlement Class pursuant
to Delaware Court of Chancery Rules 23(a) and (b)(1) and/or
(b)(2); (ii) determine whether the Individual Plaintiffs and the Board of
Trade, respectively, and Class Counsel have fairly and adequately
represented the interests of the Group A and Group B Settlement Class Members;
(iii) determine who are Participating Group A Settlement Class Members
and the number of Group A Settlement Units held by each Participating Group A
Settlement Class Member for purposes of the Settlement; (iv) determine
who are Participating Group B Settlement Class Members and the number of
Group B Settlement Units held by each Participating Group B Settlement Class Member
for purposes of the Settlement; (v) determine who are Participating
Group A Settlement Class Members who qualify for the Fee Based
Payment or the Supplemental Fee Based Payment for purposes of
paragraphs 36F and 36G; (vi) determine whether the terms and
conditions of the Settlement are substantively and procedurally fair,
reasonable, adequate, and in the best interests of the Settlement Class Members;
(vii) determine whether final judgment should be entered dismissing this
Action  as to all of the Defendants with 


 


25

















 


prejudice as against all of the Plaintiffs and
Settlement Class Members, releasing the Settled Claims and enjoining
prosecution of any and all Settled Claims; (viii) hear and determine any
objections to the Settlement; and (ix) order such other and further relief
as the Court may deem necessary and appropriate;


 


32C.     directing that (A) a Notice of
Pendency of Class Action, Proposed Settlement of Class Action,
Settlement Hearing and Right to Appear (the “Class Action Notice”), in
substantially the form attached hereto as Exhibit C be mailed by Class Counsel,
within five business days following the entry of the Scheduling Order, to all
current and former record owners and delegates (e.g.,
lessees) of B-1 Memberships and all current and former record owners and
delegates of Exercise Right Privileges, as shown on the books and records of
the Board of Trade as of 5:00 p.m., Chicago time, on the date of entry of
the Scheduling Order, to their last known address by first-class mail, postage
prepaid, (B) a Summary Notice of Pendency of Class Action and
Proposed Settlement (the “Summary Notice”) be published within five business
days or as soon as practicable thereafter in the print edition of Crain’s
Chicago Business or a comparable publication for at least one business day and (C) the
Class Action Notice be posted on the websites of both CME Group and the
Board of Trade until the day of the Settlement Hearing, and further providing
that the distribution of the notice substantially in the manner set forth in
the Scheduling Order constitutes due and sufficient notice of the Settlement
Hearing to all persons entitled to receive such notice, and fully satisfies the
requirements of due process, Court of Chancery Rule 23, and applicable law; and


 


32D.     directing that


 


(1)           the Class Counsel
shall obtain from Computershare and submit to the Court and the parties, no
later than five (5) days after the Eligibility Date, a list of the owners
of record (and their related share holdings) of at least 10,251.75 shares of
CME Group 


 


26

















 


Common Stock held in book-entry form at Computershare
as of 5:00 p.m., Chicago time, on the Eligibility Date (the “Initial
Shareholder List”);


 


(2)           the Class Counsel
shall obtain from Computershare and submit to the Court and the parties prior
to the Settlement Hearing Date, (i) a list of the owners of record (and
their related share holdings) of at least 10,251.75 shares of CME Group Common
Stock held in book-entry form at Computershare as of 5:00 p.m., Chicago
time, on the third (3rd) business day prior to the Settlement Hearing Date, and
(ii) a schedule of any sales or transfers (including transferring shares
from book-entry to certificated form) of shares of CME Group Common Stock by
any of the Persons listed on the Initial Shareholder List on or prior to such
date;


 


(3)           the Class Counsel
shall obtain from Computershare and submit to the Court and the parties, as
promptly as practicable following the Settlement Hearing Date, (i) a list
of the owners of record (and their total share holdings) of at least 10,251.75
shares of CME Group Common Stock held in book-entry form at Computershare as of
5:00 p.m., Chicago time, on the Settlement Hearing Date, and (ii) a
schedule of any sales or transfers (including transferring shares from
book-entry to certificated form) of shares of CME Group Common Stock by any of
the Persons listed on the Initial Shareholder List during the Settlement
Period;


 


(4)           the Class Counsel
shall obtain from the Board of Trade and submit to the Court and the parties,
no later than five (5) days after the Eligibility Date (i) a list of
the owners of record as of 5:00 p.m., Chicago time, on the Eligibility
Date of at least one B-1 Membership (and their total B-1 Membership holdings)
and at least one Exercise Right Privilege (and their total Exercise Right
Privilege holdings), and (ii) in the event that any B-1 Memberships or
Exercise Right Privileges shown on such list are held as appointee or nominee
for a Board of Trade member firm, the name of the related member firm (the “Initial
Member/ERP List”);


 


(5)           the Class Counsel
shall obtain from the Board of Trade and submit to the Court and the parties
prior to the Settlement Hearing Date (i) a list of the owners of record as
of 5:00 p.m., Chicago time, on the third (3rd) business day
prior to the Settlement Hearing Date of at least one B-1 Membership (and their
total B-1 Membership holdings) and at least one Exercise Right Privilege (and
their total Exercise Right Privilege holdings), (ii) in the event that any
B-1 Memberships or Exercise Right Privileges shown on such list are held as
appointee or nominee for a Board of Trade member firm, the name of the related
member firm, and (iii) a schedule of any sales or transfers of B-1
Memberships or Exercise Right Privileges by any of the Persons listed on the
Initial Member/ERP List on or prior to such date;


 


(6)           the Class Counsel
shall obtain from the Board of Trade and submit to the Court and the parties,
as promptly as practicable after the Settlement Hearing Date (i) a list of
the owners of record as of 5:00 p.m., Chicago time, on the Settlement
Hearing Date of at least one B-1 Membership (and their total B-1 Membership
holdings) and at least one Exercise Right Privilege (and their total Exercise
Right Privilege holdings), (ii) in the 


 


27

















 


case of any B-1 Memberships or Exercise Right Privileges shown on such
list are held as appointee or nominee for a Board of Trade member firm, the
name of the related member firm, and (iii) a schedule of any sales or
transfers of B-1 Memberships or Exercise Right Privileges by any of the Persons
listed on the Initial Member/ERP List during the Settlement Period;


 


(7)           the Class Counsel
shall obtain from the Board of Trade and submit to the Court and the parties,
no later than five (5) days after the Eligibility Date, a list of Persons
that, prior to June 2, 2008, as shown by the records maintained by the
CBOT, (i) simultaneously owned or possessed by delegation (a) at
least one B-1 Membership, and (b) at least one Exercise Right Privilege, (ii) the
number of B-1 Membership(s) and Exercise Right Privilege(s) simultaneously
owned or possessed by delegation by each such Person prior to June 2,
2008, and (iii) the dates on which such B-1 Membership(s) and
Exercise Right Privilege(s) were simultaneously owned or possessed by
delegation by such person prior to June 2, 2008;


 


(8)           the Class Counsel
shall obtain from Computershare and submit to the Court and the parties, no
later than five (5) days after the Eligibility Date, (i) a list of (a) the
owners of record (and their related share holdings) of at least 27,338 shares
of CBOT Common Stock at any time prior to the time of the CME Transaction and (b) the
dates on which such shares of CBOT Common Stock were held, and (ii) a list
of (a) the owners of record (and their related share holdings) of at least
10,251.75 shares of CME Group Common Stock at any time on or after the time of
the CME Transaction and prior to June 2, 2008 and (b) the dates on
which such shares of CBOT Common Stock were held;


 


(9)           the Class Counsel
shall obtain from the Board of Trade and submit to the Court and to the
parties, no later than five (5) days after the Eligibility Date, a list of
Persons that, as shown by the records maintained by the CBOT, beneficially
owned at least one B-1 Membership and at least one Exercise Right Privilege on July 11,
2007, and that list shall specify the total number of B-1 Memberships and
Exercise Right Privileges held by each such Person on that date;


 


(10)         the Class Counsel
shall obtain from Computershare and submit to the Court and to the parties, no
later than five (5) days after the Eligibility Date, a list of the Persons
that, as shown on the records maintained by Computershare, beneficially owned
at least 27,338 shares of CBOT Common Stock on July 11, 2007, and that
list shall specify the total number of shares of CBOT Common Stock held by each
such Person on that date; and


 


(11)         the CBOE shall submit to
the Court and the parties, not later than five (5) days after the
Eligibility Date, (a) a list of Persons that, as shown by the records of
CBOE, became a CBOE Temporary Member pursuant to CBOE Rule 3.19.01 on July 11,
2007 and (b) a list of Persons that, as shown by the records of CBOE, were
CBOE Temporary Members on June 1, 2008.


 


28














 


32E.      No later than ten business days after the
Eligibility Date, Class Counsel shall file a list with the Court of all
persons and entities that have submitted to Class Counsel a Participating
Group A Settlement Class Member Claim Form or a Participating Group B
Settlement Class Member Claim Form along with copies of each such
Form.  Class Counsel shall also
submit at that time a proposed form of notice (the “Notice of Class Eligibility
Hearing”) of a hearing (the “Class Eligibility Hearing”) to be held as a
part of the Settlement Hearing.  The
Notice of Class Eligibility Hearing shall identify all Persons who have
timely submitted a properly completed and executed Participating Group A
Settlement Class Member Claim Form or Participating Group B
Settlement Class Member Claim Form. 
The Notice of Class Eligibility Hearing shall also identify all
Persons whose status as (i) a Participating Group A Settlement Class Member,
(ii) a Participating Group B Settlement Class Member, (iii) a
Participating Group A Settlement Class Member who qualifies for the Fee
Based Payment, and (iv) a Participating Group A Settlement Class Member
who qualifies for the Supplemental Fee Based Payment is not objected to by any
of the parties.  The Notice of Class Eligibility
Hearing shall further identify any Persons whose status as (w) a
Participating Group A Settlement Class Member, (x) a Participating
Group B Settlement Class Member, (y) a Participating
Group A Settlement Class Member who qualifies for the Fee Based
Payment, or (z) a Participating Group A Settlement Class Member
who qualifies for the Supplemental Fee Based Payment is objected to by any of
the parties and a short statement of the basis for such objection.  Within five business days after approval by
the Court, the Notice of Class Eligibility Hearing shall be sent by Class Counsel
by first class mail to all Persons identified in subsections (i) — (iv) and
(w) — (z) of this paragraph 32E.


 


32F.      At the Settlement Hearing and the Class Eligibility
Hearing, in addition to determining whether the Settlement is fair and
reasonable, the Court will determine the Persons 


 


29

















 


who are Participating Group A Settlement Class Members,
Participating Group B Settlement Class Members, Participating Group A
Settlement Class Members who qualify for the Fee Based Payment,
Participating Group A Settlement Class Members who qualify for the
Supplemental Fee Based Payment, and the number of Group A Settlement Units and
Group B Settlement Units held by each Participating Group A Settlement Class Member
or Participating Group B Settlement Class Member (taking into account the
provisions of paragraphs 30Q and 30R), respectively, and the Court will
hear any objections raised by either the parties or any Person who claims to be
a Participating Settlement Class Member. 
The Court will make the final determination with respect to all such
objections.  All such objections must
comply with the requirements set out for the filing of objections in the Notice
of Pendency of Class Action, Proposed Settlement of Class Action,
Settlement Hearing and Right to Appear. 
Each Person who claims a right to be a Participating Settlement Class Member
shall be deemed to have submitted to the jurisdiction of the Court with respect
to that issue, and the Court will have discretion to determine whether any
investigation or discovery will be permitted regarding the issue of whether the
Person meets the conditions to be a Participating Group A Settlement Class Member,
a Participating Group B Settlement Class Member, a Participating Group A
Settlement Class Member who qualifies for the Fee Based Payment, or a
Participating Group A Settlement Class Member who qualifies for the
Supplemental Fee Based Payment.  No
discovery shall be allowed on the merits of the Action or any other provision
of the Settlement.


 


32G.     Within five business days after the Court’s
final determination of the Persons who are (i) Participating Group A
Settlement Class Members and the number of Group A Settlement Units held
by each Participating Group A Settlement Class Member, (ii) Participating
Group B Settlement Class Members and the number of Group B Settlement
Units held by each 


 


30

















 


Participating Group B Settlement Class Member, (iii) Participating
Group A Settlement Class Members who qualify for the Fee Based
Payment, and (iv) Participating Group A Settlement Class Members
who qualify for the Supplemental Fee Based Payment, Class Counsel shall
prepare and submit to the Court for its approval, with a copy to all parties, a
final list of (x) Participating Group A Settlement Class Members,
including the mailing address for each such Participating Group A Settlement Class Member
as provided on the Participating Group A Settlement Class Member Claim
Form, and the number of Group A Settlement Units held by each such
Participating Group A Settlement Class Member; (y) Participating
Group B Settlement Class Members, including the mailing address for each
such Participating Group B Settlement Class Member as provided on the
Participating Group B Settlement Class Member Claim Form, and the number
of Group B Settlement Units held by each such Participating Group B Settlement Class Member;
and (z) Participating Group A Settlement Class Members who
qualify for the Fee Based Payment and/or the Supplemental Fee Based Payment,
including the mailing address for each such Participating Group A Settlement Class Member
as provided on the Participating Group A Settlement Class Member Claim
Form, and any other information that may be reasonably required by CBOE or CBOE’s
transfer agent in order to disburse the Settlement Consideration.


 


32H.     Any Person that might otherwise qualify as
a member of the Participating Group A Settlement Class, but who does not comply
with the requirements of paragraph 30T, will not be entitled to become a
Participating Group A Settlement Class Member or to receive any Settlement
Consideration with respect to such Person’s Group A Settlement Units, and any Person
that might otherwise qualify as a member of the Participating Group B
Settlement Class, but who does not comply with the requirements of paragraph
30U, will not be entitled to become a Participating Group B Settlement Class Member
or to receive any Settlement Consideration with 


 


31

















 


respect to such Person’s Group B Settlement
Units.  All Persons who are Settlement Class Members
will be bound by the terms of this Stipulation of Settlement, including the
terms of the Order of Approval and Final Judgment to be entered in the Action
and the releases provided for herein, and will be barred from bringing any
action against the Released Parties concerning the Settled Claims, whether or
not they qualify to be a Participating Settlement Class Member as
determined by the Court.


 


32I.       All proceedings with respect to the Settlement Class certification, the
identification of Participating Group A Settlement Class Members, the identification of
Participating Group B Settlement Class Members, the identification of
Participating Group A Settlement Class Members who qualify for the
Fee Based Payment, the identification of Participating Group A Settlement Class Members
who qualify for the Supplemental Fee Based Payment, the determination of the
number of Group A Settlement Units held by any Participating Group A Settlement
Class Member and the number of Group B Settlement Units held by any
Participating Group B Settlement Class Member, and the determination of
all controversies relating thereto, including disputed questions of law and
fact with respect to the validity of any claims raised by a person or entity
claiming a right to be a Participating Group A Settlement Class Member or
a Participating Group B Settlement Class Member, shall be subject to the
exclusive jurisdiction of the Court.


 


ORDER OF APPROVAL AND FINAL JUDGMENT


 


33.           If the Court finally approves the
Stipulation (including any modification thereto made with the consent of the
parties as provided herein), the parties to this Stipulation shall promptly
request that the Court enter the Order of Approval and Final Judgment, which:


 


32

















 


33A.     finally certifies the Settlement Class pursuant
to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2),
approves the Settlement, adjudges the terms of the Settlement to be fair,
reasonable, adequate, and in the best interests of the Settlement Class, and
directs consummation of the Settlement in accordance with the terms and
conditions of this Stipulation;


 


33B.     determines that the requirements of the
Delaware Court of Chancery Rules and due process have been satisfied in
connection with the notice provided to the Settlement Class;


 


33C.     identifies the Persons who are Participating
Group A Settlement Class Members, Participating Group B Settlement Class Members,
Participating Group A Settlement Class Members who qualify for the
Fee Based Payment, and Participating Group A Settlement Class Members
who qualify for the Supplemental Fee Based Payment, and determines the number
of Group A Settlement Units and the number of Group B Settlement Units that
each Participating Group A Settlement Class Member and Participating Group
B Settlement Class Member owns;


 


33D.     dismisses this Action with prejudice, with
the dismissal subject only to compliance by the parties with the terms of this
Stipulation and any Order of the Court concerning this Stipulation;


 


33E.      contains an express finding that upon
Final Approval, there will no longer be any persons eligible to become members
of CBOE pursuant to Article Fifth(b) of CBOE’s Certificate of
Incorporation for any purpose and that Article Fifth(b) shall not be
deemed to provide any person the right to vote, trade or participate in the
CBOE Demutualization Transaction or a CBOE Conversion Event in that capacity;
and


 


33

















 


33F.      provides that the Court will have and retain exclusive jurisdiction to
resolve any and all disputes relating in any way to the interpretation or
enforcement of this Stipulation or to the Order of Approval and Final
Judgment and have the power and jurisdiction to award injunctive relief,
in addition to such other remedies and relief that would, in the event of a
breach of the provisions of this Stipulation, be available.


 


CLASS NOTICES


 


34.           Class Counsel shall assume the
administrative responsibility for providing all notices required by this
Stipulation or by the Court, including the notice of the Settlement and the
notice associated with the Class Eligibility Hearing in accordance with
the Scheduling Order and paragraph 32E.  CME Group’s and the Board of
Trade’s sole responsibilities in connection with the foregoing are to (i) advance
costs associated with providing and administering such notices, (ii) furnish
to Class Counsel the lists provided for in paragraph 32D(4), (5), (6), (7) and
(9), and (iii) provide Class Counsel with the most recent address
contained in the Board of Trade’s records for all names included on such
lists.


 


35.           Defendants shall have no
responsibility for, or obligation regarding, the distribution of any of the
notices required by this Stipulation or by the Court  and
shall have no liability in connection with any such notice.  Neither CME Group nor the Board of Trade
shall have any responsibility for, or obligation regarding, the distribution of
any of the notices required by this Stipulation or by the Court, except as
provided by paragraph 34, and shall have no liability in connection with any
such notices.


 


DISTRIBUTION OF THE SETTLEMENT


CONSIDERATION TO PARTICIPATING CLASS MEMBERS


 


36.           After Final Approval, the Settlement
Consideration will be distributed in accordance with the following provisions:


 


34

















 


36A.     Subject to the provisions of paragraph 36E
and to the application of the Equity Consideration Cap described below, each
Person listed on the list of Participating Group A Settlement Class Members,
for each Group A Settlement Unit owned by such Participating Group A Settlement
Class Member as listed on the list of Participating Group A Settlement Class Members,
will receive from the Equity Pool, within the earlier of five business days  of the CBOE Demutualization Date and the date the Class A
Common Stock of the CBOE Demutualization Entity is issued, that number of
shares, rounded to the nearest second decimal place in the case of any
fractional share, of Class B Common Stock of the CBOE Demutualization
Entity equal to the lesser of (A) (1) the number of shares of Class B
Common Stock of the CBOE Demutualization Entity in the Equity Pool divided by (2) the
aggregate number of Group A Settlement Units owned by all of the Participating
Group A Settlement Class Members as listed on the list of Participating
Group A Settlement Class Members, and (B) (1) the number of
shares of Class B Common Stock of the CBOE Demutualization Entity in the
Equity Pool divided by (2) 408.292682 (the amount provided in this clause (B) being
referred to as the “Equity Consideration Cap”). 
Any shares of Class B Common Stock of the CBOE Demutualization
Entity that are not issued to Participating Group A Settlement Class Members
because such an issuance would exceed the Equity Consideration Cap will be
retained by the CBOE Demutualization Entity, and no Participating Group A
Settlement Class Member will be entitled to any portion of those
shares.  The Class B Common Stock of
the CBOE Demutualization Entity will be issued to each Person who is listed on
the Participating Group A Settlement Class Member list in the same
proportionate series, if any, as the Class A Common Stock of the CBOE
Demutualization Entity is issued to CBOE Seat Owners in the CBOE
Demutualization Transaction in book-entry form by listing the shares on the
stock ledger for the CBOE Demutualization Entity maintained by the CBOE
Demutualization 


 


35

















 


Entity’s stock transfer agent; provided, however, that
if the CBOE Demutualization Entity offers the holders of the Class A Common
Stock of the CBOE Demutualization Entity the option of receiving physical stock
certificates, the CBOE Demutualization Entity will offer that same option to
the holders of Class B Common Stock of the CBOE Demutualization Entity on
the same terms.  Upon the initial closing
of an Initial Public Offering, each share of Class B Common Stock of the
CBOE Demutualization Entity shall automatically convert into a share of Class A
Common Stock of the CBOE Demutualization Entity and shall have the same rights,
privileges, limitations and restrictions as the shares of Class A Common
Stock of the CBOE Demutualization Entity that are issued to the CBOE Seat
Owners in the CBOE Demutualization Transaction. 
If the Class A Common Stock of the CBOE Demutualization Entity is
issued in the CBOE Demutualization Transaction to CBOE Seat Owners in multiple
series, then upon
completion of any such Initial Public Offering, each share of each series of Class B
Common Stock of the CBOE Demutualization Entity will convert into a share of
the corresponding series of Class A Common Stock of the CBOE
Demutualization Entity, and shall have
all the same rights, privileges, limitations and restrictions as a share of
such series of Class A Common Stock of the CBOE Demutualization
Entity, including any lock-up period
applicable to the shares of such series. 
The shares of Class B Common Stock of the CBOE Demutualization
Entity will be registered at the time of issuance under the Securities Act or
issued in a transaction exempt from registration pursuant to Section 3(a)(10) under
the Securities Act, and CBOE shall inform the Court of which alternative it
will be relying on.


 


36B.     Subject to the application of the
Cash Consideration Cap described below, each person or entity listed on the
list of Participating Group A Settlement Class Members will receive from
the Cash Pool, for each Group A Settlement Unit owned of record by each 


 


36

















 


Participating Group A Settlement Class Member as
listed on the list of Participating Group A Settlement Class Members, a
payment equal to the amount (the “Participating Group A Settlement Class Member
Payment”) obtained by dividing (I) the difference between (x) the
amount of the Cash Pool minus (y) both the aggregate amount of cash paid
to Participating Group B Settlement Class Members pursuant to paragraph
36C and the class representative award paid to Michael Floodstrand pursuant to
paragraph 58,  by (II) the number of Group
A Settlement Units owned by Participating Group A Settlement Class Members
as listed on the list of Participating Group A Settlement Class Members.  If the Participating Group A Settlement Class Member
Payment calculated in accordance with the first sentence of this paragraph 36B
would exceed $600,000, then the Participating Group A Settlement Class Member
Payment shall be $600,000. Any portion of the Cash Pool that is not distributed
to Participating Group A Settlement Class Members as a result of the
calculation described in the previous sentence (the “Cash Consideration Cap”)
will be retained by CBOE for its own account, and no Settlement Class Member
will be entitled to any portion of the Cash Pool that is not distributed as a
result of the Cash Consideration Cap. 
All other amounts in the Cash Pool, including amounts that are not paid
to Participating Settlement Class Members (such as because checks are not
negotiated), shall remain the property of the Participating Group A Settlement Class Members
and shall not be retained by or returned to CBOE.  Class Counsel is authorized to seek a
Court order permitting such amounts, if any, to be distributed to the other
Participating Group A Settlement Class Members pro rata (based on the
number of Group A Settlement Class Units owned of record by such Participating
Group A Settlement Class Members as shown on the list of Participating
Group A Settlement Class Members).


 


37














 


36C.     Each Person listed on the list of Participating Group B Settlement Class Members will receive from the Cash Pool a payment in the
amount of $250,000 for each Group B Settlement Unit owned of record by that Person as listed on the list
of Participating Group B Settlement Class Members.


 


36D.     CBOE will make the payments due under
paragraphs 36B and 36C on the earlier of (i) the CBOE Demutualization
Date, (ii) the CBOE Conversion Event Date, and (iii) the 365th day
after Final Approval (or, if such date is not a business day, on the next
succeeding business day), in each case by a single wire transfer of immediately
available funds to an account designated in writing by the Paying Agent.  The Paying Agent and Class Counsel will
then be solely responsible for the distribution of the Cash Pool to the
Participating Settlement Class Members, and Defendants shall have no
obligation to disburse any portion of the Cash Pool by any other means or to
make any payments from the Cash Pool directly to the Participating Settlement Class Members.


 


36E.         If, following Final Approval but before
the CBOE Demutualization Date has occurred, a CBOE Conversion Event occurs,
then CBOE agrees that each Person listed on the list of Participating Group A
Settlement Class Members shall receive, on the date of the issuance of any
stock or other consideration issued pursuant to such CBOE Conversion Event
(subject to the requirements of paragraph 36D), for each Group A
Settlement Unit held by such Participating Group A Settlement Class Members
and in substitution for the Settlement Consideration set forth in paragraph
36A, an amount of stock or other consideration that such Person would have
received if, prior to the consummation or completion of such CBOE Conversion
Event, (x) the CBOE Demutualization Date had occurred, (y) an Initial
Public Offering of the CBOE Demutualization Entity had occurred (and the Class B
Common Stock of the CBOE Demutualization Entity had 


 


38

















 


been converted into Class A Common Stock of the
CBOE Demutualization Entity in accordance with the terms of this Settlement)
and (z) all of the consideration paid in connection with such CBOE
Conversion Event had been paid to the holders of the Class A Common Stock
of the CBOE Demutualization Entity.


 


36F.      A “Fee Based Payment” will be paid
by CBOE on the earlier of the CBOE Demutualization Date or the CBOE Conversion
Event Date to each Participating Group A Settlement Class Member who became a CBOE Temporary Members pursuant to
CBOE Rules 3.19.01 or 3.19.02, provided that such Participating
Group A Settlement Class Member beneficially owned, on July 11,
2007, at least one B-1 Membership as reflected on the records of the Board of
Trade, at least one Exercise Right Privilege as reflected on the records of the
Board of Trade, and at least 27,338 shares of CBOT Common Stock as reflected on
the records of Computershare.  The Fee Based Payment will be equal to the
total amount of access fees paid to CBOE during
the period from July 11, 2007 to May 31, 2008 by each such
Participating Group A Settlement Class Member, provided that access
fees will be considered in the calculation of that Fee Based Payment only if
they were paid in respect of CBOE Temporary Membership(s) held because
such Participating Group A Settlement Class Member beneficially owned
all of the three interests described in the previous sentence on July 11, 2007.  In no event, however, will CBOE be
obligated to make Fee Based Payments exceeding, in the aggregate, a total of
$2,800,000 (the “Fee Based Payment Cap”). 
In the event that the Fee Based Payments would otherwise exceed the Fee
Based Payment Cap, CBOE will be required to pay only a total amount of
$2,800,000 to meet its obligations under this paragraph, and that amount shall
be apportioned among the Participating Group A Settlement Class Members
who qualify for the Fee Based Payment on a proportionate basis by comparing the
amount of access fees paid by each Participating Group A 


 


39

















 


Settlement Class Member who qualifies for a Fee
Based Payment with the total amount of access fees paid by all Participating
Group A Settlement Class Members who qualify for the Fee Based
Payment.


 


36G.     Subject to the approval of the SEC, which
CBOE will use its best efforts to obtain, a “Supplemental Fee Based Payment”
will be paid by CBOE to each Participating Group A Settlement Class Member
who qualifies for a Fee Based Payment and who paid any access fees to CBOE
pursuant to CBOE Rule 3.19 from June 1, 2008 to the CBOE
Demutualization Date or the CBOE Conversion Event Date.  Such “Supplemental Fee Based Payment” will be
equal to the total amount of access fees paid to CBOE by each such
Participating Group A Settlement Class Member during the period from June 1,
2008 to the CBOE Demutualization Date or the CBOE Conversion Event Date,
provided that access fees will be considered in the calculation of that
Supplemental Fee Based Payment only if they were paid in respect of CBOE Temporary
Membership(s) held because such Participating Group A Settlement Class Member
beneficially owned all of the three interests described in the first sentence
of paragraph 36F on July 11,
2007.  The Supplemental Fee Based
Payment will be paid by CBOE within five business days of the later of (i) the
CBOE Demutualization Date or the CBOE Conversion Event Date, and (ii) the
SEC’s order approving CBOE’s request to make a Supplemental Fee Based Payment
pursuant to this paragraph.  If the SEC
does not approve CBOE’s request to return the access fees paid to CBOE after June 1,
2008 by Participating Group A Settlement Class Members who qualify
for the Supplemental Fee Based Payment or abrogates a CBOE rule that
provides for the return of such fees, CBOE shall have no obligation under this
paragraph.


 


40

















 


36H.     Only those Persons who are determined by
the Court to be Participating Settlement Class Members shall be entitled
to any Settlement Consideration, but all Settlement Class Members shall be
bound by this Settlement, the release of the Settled Claims as provided in
paragraphs 29 and 31 and the Court’s orders related to this Settlement.


 


36I.       Other than distributing the Settlement
Consideration in the manner set forth in paragraphs 36, 43 and 44, Defendants
shall have no liability for the administration of the Settlement or the
disbursement of the Settlement Consideration. 
CME Group and the Board of Trade shall have no obligation,
responsibility or liability for the administration of the Settlement or the
disbursement of the Settlement Consideration, except to advance costs
associated with administering the Settlement to Class Counsel and any
other Paying Agent.  Under no
circumstances shall any Released Party be liable to any Settlement Class Member
who fails to take the necessary steps to be recognized by the Court as a
Participating Settlement Class Member, and the Released Parties shall have
no responsibility for, or liability in connection with, the preparation of the
lists of Participating Settlement Class Members that are approved by the
Court.


 


36J.      The Court will have and retain exclusive
jurisdiction to resolve any and all disputes relating in any way to the
interpretation or enforcement of this Stipulation or to the Order of
Approval and Final Judgment. CBOE agrees (a) that it will not effect the
CBOE Demutualization Transaction, a CBOE Conversion Event or any other
transaction in connection with which ownership interests in CBOE or any of its
affiliates are issued to CBOE Seat Owners, except in a manner consistent with
the terms of this Stipulation, (b) that monetary damages will not be an
adequate remedy for a breach of CBOE’s obligations pursuant to the foregoing
clause (a), and (c) the Court shall have the power and jurisdiction
to award injunctive relief, in 


 


41

















 


addition to such other remedies
and relief that would, in the event of a breach of the provisions of this
Stipulation, be available.


 


36K.        The parties acknowledge and agree that
the CBOE Director Defendants have no obligation to personally pay, are not
personally liable for, and will not pay any Settlement Consideration to be paid
or distributed in connection with the Settlement.


 


ADDITIONAL OBLIGATIONS OF PLAINTIFFS


 


37.           Within five business  days after the date of this Stipulation, the parties will
jointly petition the United States Court of Appeals for the District of
Columbia Circuit to enter an order in the Federal Appeal extending the stay
currently in place pending the determination of whether Final Approval will be
granted.  Within five business  days after Final Approval, the Board of Trade and the
Individual Plaintiffs will execute any necessary documents and take all other
action required to obtain the prompt dismissal, with prejudice, of the Federal
Appeal, with all parties to bear their own attorneys’ fees, costs, court fees
and expenses relating to such matter except as otherwise provided in paragraph
58.  If Final Approval is not granted, the
parties shall within thirty days jointly petition the United States Court of
Appeals for the District of Columbia Circuit to lift the stay in the Federal
Appeal.


 


38.           The parties agree that, upon Final
Approval, there no longer will be any persons eligible to become members of
CBOE pursuant to Article Fifth(b) of CBOE’s Certificate of
Incorporation and that no person will be entitled to be an Exerciser Member or
vote or participate in any way in the CBOE Demutualization Transaction or a
CBOE Conversion Event in the capacity of an Exerciser Member or Eligible CBOT
Full Member pursuant to Article Fifth(b). 
Participating Group A Settlement Class Members will not otherwise
have any right to vote in such a transaction except as otherwise provided
herein.


 


42

















 


39.           Plaintiffs will use their best
efforts to cooperate with CBOE to resolve as expeditiously as possible any
issues regarding the prompt dismissal of this Action in accordance with
paragraph 37 above.


 


40.           Plaintiffs will use their best
efforts to cooperate with CBOE’s efforts to obtain SEC approval of the CBOE
Demutualization Transaction and any CBOE rule changes required in
connection with the CBOE Demutualization Transaction.


 


ADDITIONAL OBLIGATIONS OF CBOE


 


41.           CBOE will use commercially reasonable
efforts to complete the CBOE Demutualization Transaction as soon as
commercially possible following Final Approval and the receipt of all
regulatory approvals required in connection with the CBOE Demutualization
Transaction; provided, however, that CBOE shall not be required to proceed with
the CBOE Demutualization Transaction in the event (i) that a person files
an action challenging the propriety of the CBOE Demutualization Transaction (or
any elements thereof) or (ii) of regulatory considerations relating to the
CBOE Demutualization Transaction, in each case as a result of which it is
commercially unreasonable to proceed with the CBOE Demutualization Transaction.


 


42.           Prior to the consummation of the CBOE
Demutualization Transaction or a CBOE Conversion Event, neither CBOE nor a CBOE
Demutualization Entity, if different from CBOE, will (i) declare or pay
any dividends, including dividends payable in additional membership interests
or shares of capital stock of the CBOE Demutualization Entity, or other
payments or distributions of any kind payable to either CBOE Seat Owners or
CBOE Demutualization Entity shareholders as a group in respect of their status
as CBOE Seat Owners or shareholders, or (ii) repurchase any membership
interests from CBOE Seat Owners.  In
addition, prior to Final 


 


43

















 


Approval, neither CBOE nor a CBOE Demutualization
Entity, if different from CBOE, shall announce any intention with respect to any
possible or future dividends, stock repurchases or other payments or
distributions that might be made following CBOE’s Demutualization Transaction.


 


43.           If, in connection with the CBOE
Demutualization Transaction or a CBOE Conversion Event, CBOE offers CBOE Seat
Owners the opportunity to obtain a trading permit that will allow them to
continue trading at CBOE following the CBOE Demutualization Transaction or CBOE
Conversion Event, CBOE shall offer to all Participating Group A Settlement
Class Members who are Temporary Members of CBOE immediately prior to the
CBOE Demutualization Transaction or CBOE Conversion Event, or who held trading
permits at that time if Temporary Members have been converted to holders of
trading permits, the opportunity to obtain a trading permit on the same terms
and conditions as are offered to CBOE Seat Owners.


 


44.           If either (a) CBOE or any of its
affiliates provides, directly or indirectly, any securities, cash, property or
other interests (including, but not limited to, memberships) to CBOE Seat
Owners as a group after the date of this Stipulation other than Class A
Common Stock of the CBOE Demutualization Entity, or (b) in connection with
the CBOE Demutualization Transaction or a CBOE Conversion Event, any
securities, cash, property or other interests (including but not limited to
memberships) are provided to or retained by CBOE Seat Owners as a group other
than Class A Common Stock of the CBOE Demutualization Entity, then the
Settlement Consideration provided for in sub-clause (5) of paragraph 30CC
hereof shall include a pool of securities, cash, property or other interests
identical to those provided to or retained by the CBOE Seat Owners equal to (x) the
aggregate number or amount of such securities, cash, 


 


44

















 


property or other interests provided to or retained by
the CBOE Seat Owners, times (y) 0.21951220 (the “Additional Consideration
Pool”); provided, however, that neither (i) the issuance of trading
permits or trading access to CBOE Seat Owners that must be paid for by the CBOE
Seat Owners nor (ii) the rates to be paid with respect to such trading
permits or trading access shall constitute securities, cash, property or other
interests under this provision or give rise to any claim that any amounts
should be included in or require the formation of an Additional Consideration
Pool so long as the rates applicable to such trading permits or trading access
are established in accordance with paragraph 45.  Each Person on the list of Participating
Group A Settlement Class Members, for each Group A Settlement Unit shown
as owned by such Participating Group A Settlement Class Member on that
list, will be entitled to receive from the Additional Consideration Pool,
simultaneously with the issuance or provision of such securities, cash,
property or other interests to the CBOE Seat Owner, that number of securities
or amount of cash, property or other interests, rounded to the nearest second
decimal place in the case of any fractional securities, property or interests,
equal to the lesser of (A) (1) the number or amount of such
securities, cash, property or other interests in the Additional Consideration
Pool divided by (2) the aggregate number of Group A Settlement Units owned
by all of the Participating Group A Settlement Class Members as listed on
the list of Participating Group A Settlement Class Members and (B) (1) the
number or amount of such securities, cash, property or other interests in the
Additional Consideration Pool divided by (2) 408.292682.  Any fractional securities, property or
interests may be issued, held, leased (if a whole of such securities, property
or other interests could otherwise be leased) and transferred in whole or in
fractions, and any fractions may be combined by the holders thereof from time
to time to form one or more whole securities, property or other interests.  In the event that interests are issued as a
result of this paragraph 44 


 


45

















 


that create fractional trading rights, such fractional
trading rights shall not confer on the holder thereof any rights of any kind
except to the extent that a holder of fractional trading rights has combined
together enough fractional trading rights that such person holds fractional
trading rights equal to 100% of a full trading right.  Unless combined with other fractional trading
rights to assemble a full trading right, any fractional trading rights provided
under this paragraph 44 shall expire on the last day of the 24th month
following the effective date of the CBOE’s Demutualization Transaction or any
such applicable CBOE Conversion Event.


 


45.           CBOE agrees that if and when it sets
the rates to be charged for trading permits or trading access to become
effective at the time of the CBOE Demutualization Transaction or any CBOE
Conversion Event or changes such rates from time to time, the board of
directors of the CBOE will establish or approve such rates in good faith and at
a rate that it believes will be in the best interests of the CBOE and the
owners of the Common Stock of the CBOE Demutualization Entity as a whole,
provided that this provision shall no longer apply after the completion of a
CBOE Demutualization Transaction.


 


46.           If CBOE establishes a market or
facilities for the trading of shares of Class A Common Stock of the CBOE
Demutualization Entity, it shall establish a comparable market or facility for
the trading of shares of Class B Common Stock of the CBOE Demutualization
Entity.


 


INJUNCTION


 


47.           Pursuant to the Scheduling Order,
pending final determination of whether the Settlement should be approved,
Plaintiffs and all Settlement Class Members, their respective affiliates,
their successors, transferees or assigns, and anyone claiming through or for
the benefit of any of them, are barred and enjoined from commencing, or in any
way participating in the commencement of, any new action or other proceeding,
in any forum, asserting against any of 


 


46

















 


the Released Parties any of the Settled Claims, either
directly, representatively, derivatively, or in any other capacity.


 


EVENTS THAT WILL VOID THE SETTLEMENT


 


48.           In the event that the Settlement
provided for in this Stipulation does not receive a majority vote by a quorum of
CBOE members entitled to vote at a vote held prior to the Settlement Hearing or
there is no Final Approval of the Settlement provided for in this Stipulation,
including, but not limited to, the requirement of the Settlement that the Court
certify the non-opt out class defined in paragraph 30AA, the Settlement shall
be null and void and of no force and effect, unless otherwise agreed to in
writing by the parties to this Stipulation, and all of the parties shall be
restored to their respective positions as they existed prior to the execution
of the Stipulation.  In the event that
the Settlement is rendered null and void for any reason, Defendants reserve the
right to oppose certification of any class in future proceedings or to seek to
further revise the definition of the class, and this Stipulation shall not be
deemed to prejudice in any way the respective positions of the parties with
respect to this Action, and neither the existence of this Stipulation nor its
contents shall be admissible in evidence or shall be referred to for any
purpose in this Action or in any other litigation or proceeding.


 


AUTHORITY


 


49.           Each of the individuals executing the
Stipulation on behalf of one or more of the parties warrants and represents
that he or she has been duly authorized to execute this Stipulation on behalf
of such party, and that it shall be binding on such party in accordance with
its terms.


 


DENIAL OF LIABILITY


 


50.           Each party specifically disclaims any
liability whatsoever relating to any of the Settled Claims, expressly denies
having engaged in, or threatened to engage in, any wrongful or 


 


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illegal activity, or having failed to act in any
manner required by law or rule, or having violated, or threatened to violate,
any law or regulation or duty, expressly denies that any person or entity has
suffered any harm or damages as a result of such party’s involvement with the
Settled Claims (or the events at issue therein), and such party is making this
Settlement (without conceding any infirmity in such party’s defenses to the
Settled Claims) solely to avoid the risk, distraction, burden, and expense
occasioned by litigation.  The Court has
made no finding that any party has engaged in any wrongdoing or wrongful
conduct or otherwise acted improperly or in violation of any law or regulation
or duty in any respect.


 


STIPULATION NOT AN ADMISSION


 


51.           No provisions contained in this
Stipulation and no negotiations, statements, or proceedings in connection
therewith shall be, or shall be argued to be, or shall be deemed to be a
presumption, a concession, or an admission by any party of any fault,
liability, omission, or wrongdoing as to any fact or claim alleged or asserted
in this Action or any other actions or proceedings, or shall be interpreted,
construed, deemed, invoked, offered, or received in evidence, or otherwise
shall be used by any party or person in this or any other actions or
proceedings, whether civil, criminal, or administrative, except in a proceeding
to enforce the terms or conditions of this Stipulation.


 


COUNTERPARTS


 


52.           This Stipulation may be executed in
any number of actual or copied counterparts and by each of the different
parties on several counterparts, each of which when so executed and delivered
will be considered to be an original. 
The executed signature page(s) from each actual or copied
counterpart may be joined together and attached and will constitute one and the
same instrument.


 


48














 


WAIVER


 


53.           The waiver by any party of any breach
of this Stipulation will not be deemed or construed as a waiver of any other
breach of this Stipulation, whether prior, subsequent, or contemporaneous.


 


FURTHER ASSURANCES


 


54.           In addition to the actions specifically
provided for in this Stipulation, the parties will use their reasonable best
efforts from the date hereof to take, or cause to be taken, all actions, and to
do, or cause to be done, all things, reasonably necessary, proper, or advisable
under applicable laws, regulations, and agreements to consummate and make
effective the Stipulation including, but not limited to, using their best
efforts to resolve any objections raised to the Settlement.  The parties and their attorneys agree to
cooperate fully with one another in seeking the Court’s approval of the
Settlement and to use their best efforts to effect the consummation of the
Settlement.  Without limiting the
generality of the foregoing, CBOE shall not, through any reorganization,
transfer of assets, merger, dissolution, issue or sale of memberships or
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed pursuant to this
Stipulation by CBOE.


 


55.           Without further order of the Court,
the parties may agree to request from the Court reasonable extensions of time
not expressly set by Court order to carry out any of the provisions of this
Stipulation.


 


REVIEW OF STIPULATION


 


56.           Each party represents and warrants that
such party, or a responsible officer or partner or other fiduciary thereof, has
read this Stipulation and understands its contents.


 


49

















 


INVESTIGATION OF SETTLEMENT


 


57.           Each party represents and warrants
that the party has made such investigation of the facts pertaining to the
Settlement provided for in this Stipulation, and of all of the matters
pertaining thereto, as the party deems necessary and advisable.


 


FEES AND EXPENSES


 


58.           Defendants shall have no obligation
for any attorneys’ fees, costs and expenses incurred or advanced by any of the
Plaintiffs in connection with the Action, the Eligibility Rule Filing, the
Continued Membership Interpretation or the Transition Rule Filing, the
Federal Appeal, or this Stipulation and the Settlement.  CME Group has paid, and agrees to continue to
pay, the attorneys’ fees and expenses of Class Counsel.  The Plaintiff Michael Floodstrand will be
paid a $15,000 class representative award from the Cash Pool in addition to any
consideration he is otherwise entitled to receive as a Participating Settlement
Class Member.


 


AMENDMENTS


 


59.           This Stipulation may not be amended,
changed, waived, discharged, or terminated (except as explicitly provided
herein), in whole or in part, except by an instrument in writing signed by all
parties hereto.


 


GOVERNING LAW AND FORUM


 


60.           This Stipulation and the Settlement
will be governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to conflict of law principles.  Any action relating to the enforcement of
this Stipulation will be filed exclusively in this Court, and accordingly, each
party hereto in any such action in the Court (i) consents to personal
jurisdiction, (ii) consents to service of process by registered mail upon
such party and/or such party’s agent, (iii) waives any objection to venue
in the Court and any claim that Delaware or the 


 


50

















 


Court is an inconvenient forum, and (iv) waives
any right to demand a jury trial as to any such action.


 


ENTIRE AGREEMENT


 


61.           This Stipulation constitutes the
entire agreement among the parties with respect to the subject matter hereof,
and supersedes all prior or contemporaneous oral or written agreements,
understandings, or representations, including, but not limited to, those
contained in the Term Sheet dated on or about June 2, 2008 and in any
press release, member communication or regulatory or other filing, whether
public or otherwise, made by any of CBOE, CBOE Holdings, Inc., the Board
of Trade, CBOT Holdings or CME Group.


 


SUCCESSORS AND ASSIGNS


 


62.           This Stipulation and the Settlement
contained herein is and will be binding on, and inure to the benefit of, the
parties and their respective affiliates, agents, executors, heirs, successors,
transferees and permitted assigns and on all persons who become Settlement Class Members
pursuant to the terms of this Stipulation and the Settlement.


 


NO ASSIGNMENT


 


63.           Plaintiffs warrant that they have not
assigned, encumbered, or in any manner transferred (in whole or in part), or
purported to assign, encumber, or in any manner transfer (in whole or in part),
any Settled Claim, and that they will not do so at any time prior to the
Settlement Date as defined herein.


 


INTERPRETATION


 


64.           This Stipulation and each of its
provisions, shall be construed as having been drafted jointly by the parties,
and no presumption shall apply to construe the language for or against any of
the parties.


 


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  For CHICAGO BOARD OPTIONS 

  EXCHANGE, INCORPORATED and the 

  CBOE DIRECTOR DEFENDANTS

   

  Samuel A.
  Nolen (#971)

  Daniel A.
  Dreisbach (#2583)

  Rudolf Koch
  (#4947)

  Seth Barrett
  Tillman (#4777)

  Richards,
  Layton & Finger, P.A.

  One Rodney
  Square

  P.O. Box
  551

  Wilmington,
  Delaware 19899

  (302)
  651-7700



  Paul E.
  Dengel

  Paul E.
  Greenwalt, III

  	
   

  	
  For CME GROUP, INC.

   

  Kenneth J. Nachbar (#2607)

  Morris, Nichols, Arsht & Tunnell LLP

  1201 N. Market Street

  P.O. Box 1347

  Wilmington, Delaware 19899-1347

  (302) 658-9200



  Jerrold E. Salzman

  Skadden, Arps, Slate, Meagher & Flom LLP

  333 W. Wacker Drive

  Chicago, Illinois 60606

  (312) 407-0718

   

  
	
  Schiff Hardin LLP 

  	
   

  	
  By:

  	
  /s/ Jerrold E. Salzman

  
	
  6600 Sears Tower 

  	
   

  	
   

  
	
  Chicago,
  Illinois 60606

  	
   

  	
  Printed:

  	
  Jerrold E. Salzman

  
	
  (312)
  258-5600

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For THE BOARD OF TRADE OF THE CITY 

  
	
  By:

  	
  /s/ Paul E. Dengel

  	
   

  	
  OF CHICAGO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed:

  	
  Paul E. Dengel

  	
   

  	
  Kenneth J. Nachbar (#2607)

  
	
   

  	
   

  	
  Morris, Nichols, Arsht & Tunnell LLP

  1201 N. Market Street

  P.O. Box 1347

  Wilmington, Delaware 19899-1347

  (302) 658-9200

   

  Hugh R. McCombs

  Michele L. Odorizzi

  Michael K. Forde

  Mayer Brown LLP

  71 South Wacker Drive

  Chicago, Illinois 60606-4637

  (312) 782-0600

   

  Peter B. Carey

  Law Offices of Peter B. Carey

  11 South LaSalle Street, Suite 1600

  Chicago, Illinois 60603

  (312) 541-0360

  
							



 


52

















 


	
   

  	
   

  	
  Kevin M. Forde

  Kevin M. Forde, Ltd.

  111 West Washington Street, Suite 1100

  Chicago, Illinois 60602

  (312) 641-1441

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter B. Carey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed:

  	
  Peter B. Carey

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For MICHAEL FLOODSTRAND and

  THOMAS J. WARD and All Others Similarly

  Situated

   

  Andre G. Bouchard (#2504)

  222 Delaware Avenue, Suite 1400

  Wilmington, Delaware  19801

  (302) 573-3500

   

  Gordon B. Nash, Jr.

  Scott C. Lascari

  Drinker Biddle & Reath LLP

  191 North Wacker Drive, Suite 3700

  Chicago, Illinois  60606-1698

  (312) 569-1000

   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gordon B. Nash, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed:

  	
  Gordon B. Nash, Jr.

  
						



 


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