(f)

(g)

(h)

retain such amount from the proceeds as it deems appropriate, pending
determination of the amount due on the claim.

(3) A claim shall be allowed by the Exchange only for the amount due after
deducting the amount of the proceeds of the sale of any collateral held by
the claimant or the fair value of such collateral as determined by the
Exchange. The Exchange may require, before determining whether to
allow the claim, that all such collateral be sold.

CLAIMS OF PARTNERS. Claims growing out of transactions between partners,
who are members of the Exchange, shall not share in the proceeds of the
membership and associated Class A shares of CBOT Holdings of one of such
partners until all other claims as allowed by the Exchange have been paid in full.

However, where a partnership is the Primary Clearing Member or other Clearing
Member for one of its member partners, or where a partnership has made a loan to
one of its member partners exclusively for the purpose of financing the purchase
of the partner’s membership, the partnership may share in the proceeds from the
sale of such partner’s membership pursuant to the priorities in subparagraphs
(b)(3), (b)(4) or (b)(5) above, as applicable.

RIGHTS OF CREDITORS OF DECEASED, INCOMPETENT, SUSPENDED,
OR EXPELLED MEMBER. The death, incompetency, expulsion or suspension
of a member shall not affect the rights of creditors under the provisions of this
Rule.

DEATH OR INCOMPETENCY OF CREDITOR MEMBERS. When a member
is in debt to another member, the death or incompetency of the creditor member
or the transfer of his membership either by his estate or legal representative or at
the direction of the Exchange, shall not affect the rights of the creditor member or
his estate, to share in proceeds of the debtor’s membership and the associated
Class A shares of CBOT Holdings under this Rule. (08/01/05)


OO SITS PE a 16
December 15, 2005

Pins SLURS TARIA]

Ms. Jean A. Webb

Secretary

Commodity Futures Trading Commission
Three Lafayette Center

1155 21* Street, NW.

Washington, DC 20581

Re: Reference File #2613.01
Rule Certification

Dear Ms. Webb:

Pursuant to Commission Regulation 40.6(a), the Chicago Board of Trade (CBOT®)
hereby submits the following:

- Amended Rule 252.00 per the attached text (deletions struck through).
The referenced amendment will eliminate an obsolete provision which indicates that the
proceeds of firm-owned memberships are not subject to claims which fall under the sixth

category of priority in Rule 252.00(b).

The CBOT intends to implement this amendment one day after the Commission’s receipt
of this filing.

There were no opposing views concerning this amendment.

The CBOT certifies that this amendment complies with the Commodity Exchange Act
and the rules thereunder.

Sincerely,

Paul J. Draths
Vice President and Secretary

b121305


Deletions struekthrough.

252.00 Proceeds of Membership and Class A Common Stock -

(a)

(b)

GRANT OF SECURITY INTEREST. Each member of the Exchange grants to
the Exchange for the benefit of the Exchange, the Clearing Services Provider,
such member’s Primary Clearing Member, all other Clearing Members and all
other members of the Exchange, a security interest in the shares of Class A
common stock of CBOT Holdings associated with each of such member’s
memberships in the Exchange, which, for purposes of this Rule 252.00, includes
all restricted shares of Class A common stock of CBOT Holdings associated with
each of such member’s memberships (regardless of holder) and all restricted and
unrestricted shares of Class A common stock of CBOT Holdings registered on
behalf of, or designated for, CBOT Clearing Members, member firms, member
firm affiliates and designated passive investor entities under Regulation 450.02D,
and the proceeds thereof for the purpose of securing such members’, member
firms’, member firm affiliates’ or designated passive investor entities’ obligations,
whether direct or indirect, absolute or contingent, under the Certificate of
Incorporation, Bylaws and Rules and Regulations of the Exchange, including,
without limitation, this Rule 252.00.

ORDER OF DISTRIBUTION. This Rule applies to each sale, transfer or other
disposition of a membership and all shares of Class A common stock of CBOT
Holdings associated with such membership, whether made by a member
voluntarily or at the direction of the Exchange. In connection with any such sale,
transfer or other disposition, the proceeds of the membership and the associated
shares of Class A common stock of CBOT Holdings shall be applied to the
following purposes and in the following order of priority prior to the payment of
any proceeds to the member:

(1) FIRST, the payment of all debts owed to the Clearing Services Provider, if
the membership transferred was registered for a Clearing Member in order
to qualify the Clearing Member for clearing status pursuant to Rule
703.00, by the member whose membership is transferred. With respect to
any other membership, the Exchange shall have the first priority for the
debts described in paragraph (2) below, and the Clearing Services
pProvider shall have the second priority.

(2) | SECOND, the payment of all debts owed to the Exchange by such
member, including, but not limited to, dues, assessments, service fees and
fines.

(3) THIRD, the payment to such member's Primary Clearing Member or
Members, as specified in Rule 333.00, of all claims filed under Regulation
249.01(h) for trading losses of such member arising out of transactions on
the Exchange, and which claims have been allowed by the Exchange.


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(4) | FOURTH, the payment to other Clearing Members of all claims filed
under Regulation 249.01(h) for trading losses of such member arising out
of transactions on the Exchange, and which claims have been allowed by
the Exchange.

(5) FIFTH, the payment to members and member firms of all claims filed
under Regulation 249.01(h) for money owed on loans which had been
made to the member whose membership was transferred, exclusively for
the purpose of financing the purchase of such membership, and which
claims have been allowed by the Exchange.

(6) SIXTH, the payment to members and member firms of all claims filed
under Regulation 249.01(h) otherwise arising from Member's Contracts,
exclusive of personal debts which are not related to the conduct of
business as a broker, trader or futures commission merchant, and which
claims have been allowed iby the Exchange. Provided; however; that this

hall net hi +t Jatien 249-01b)
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PRO RATA PAYMENT. If the proceeds of a sale, transfer or other disposition of
membership and the associated shares of Class A common stock of CBOT
Holdings are insufficient to pay all filed claims allowed by the Exchange, such
claims, within the priorities listed in (b) above, shall be paid pro rata, except as
provided in (f) below.

SURPLUS, IF ANY. Claims which are not filed during the period specified in
Regulation 249.01(h) but which would otherwise qualify under (a) above may, if
allowed by the Exchange, be paid out of any surplus after all other claims allowed
by the Exchange have been paid in full and shall be paid in preference to claims
referred to in (f) below. The remaining surplus, if any, of the proceeds of a
transfer of membership and the associated shares of Class A common stock of
CBOT Holdings, after payment of all claims allowed by the Exchange under this
Rule, shall be paid to the person whose membership is transferred, or to his legal
representatives, upon the execution by him or them of any releases required by the
Exchange.

VALUATION.

(1) — Claims which have not matured at the time of the transfer of the
membership may be treated as though they had matured, and the amount
due may be fixed and determined by the Exchange on the basis of market
values or such other basis as the Exchange deems to be fair and just.

(2) If a claim is contingent or the amount that will ultimately be due cannot be
immediately ascertained and determined, the Exchange may reserve and