230.02, Category (6) “Investment Only” if a Series B membership is in the name of any
principal or employee of such organization, and such membership and a number of shares of
Class A common stock of CBOT Holdings (which may be acquired and registered as_a
combination or as separate interests in one or more transactions) is registered on behalf of
such organization in at least one of the following combination:

- One Series B-1 (Full) membership and 27,338 shares;

: One Series B-2 (Associate) membership and 10.000 shares;
: One Series B-3 (GIM) membership and 5,000 shares:

: One Series B-4 (IDEM) membership and 1,100 shares: or
: One Series B-5 (COM) membership and 2,500 shares.

Those individuals who desire to register memberships and shares of Class A common stock of
CBOT Holdings on behalf of an Eligible Business Organization shall make application to the
Exchange, giving therein such information as may be requested. If the application is granted,
the memberships and shares of Class A common stock of CBOT Holdings shall be registered
for the benefit of the member firm, and such member firm shall be entitled to member firm
privileges with respect to all contracts or only with respect to contracts in which Series B-2
(Associate) Members have trading privileges, as the case may be.

An Eligible Business Organization, having been first qualified as a member firm pursuant to
this Rule 230.00, may be a CBOT Clearing Member and entitled to clearing privileges with
respect to all contracts, pursuant to the registration requirements of Rule 703.00. Member
firms shall be subject to all requirements and prohibitions contained in the Rules and
Regulations applicable to members, and in such cases, all nominees shall be subject to
discipline and the registered memberships and shares of Class A common stock of CBOT
Holdings shall be subject to sale by the Exchange for the acts or delinquencies of the member
firm for which they are registered. In addition, the proceeds of the sale of registered
memberships and shares of Class common stock of CBOT Holdings shall be subject to claims
pursuant to Rule 252.00. All such registrations may be terminated at any time by the
Exchange, or by the nominees with the prior written approval of the Exchange.

All memberships and-sh: £§ Class-A tock-of CROFT -Holdings-that are owned by
a Regulation 230.02, Category (2b), (3), or (6) member firm-()-may be delegated upon the
terms and conditions set forth in Rule 221.00 Gn—t s vberships): €2}~All

memberships and shares of Class A common stock of CBOT Holdings that are owned. by a
Regulation 230.02, Category (2b) or (3) member firm may be in the name of a principal or
employee of, and may be registered on behalf of, another member firm which is wholly
owned by such member firm, which wholly owns such member firm, or which is wholly
owned by the same parent company(ies) as such member firm. During the term of any such
delegation or registration on behalf of another member firm, the Category (2b) or (3) member
firm owning the membership(s) and shares of Class A common stock will not be entitled to
member firm transaction fees. In addition, no Category (6) member firm will be entitled to
member firm transaction fees. However, any such Category (2b) or (3) member firm, and
Category (6) member firms, will remain subject to all applicable Exchange Rules and
Regulations, including the disciplinary procedures set forth in Chapter 5, and the arbitration
procedures set forth in Chapter 6.

For purposes of this Rule 230.00 and Regulation 450.02D, all Series B memberships and all
shares of Class A common stock of CBOT Holdings registered on behalf of a member firm or
member firm affiliate must be owned by either the member firm, the member firm's affiliates
or the nominees who registered such memberships or shares, except in those instances where


qualifying Series B-1 (Full) membership has been designated, must have 27,338 shares of
Class A common stock of CBOT Holdings either registered or designated pledged-on its
behalf-pursuant-te—proced tablished_bythe-Exehange, in order to be eligible for
member firm transaction fee treatment. A member firm affiliate, for which a non-
qualifying Series B-2 (Associate) membership has been designated, must have 10,000
shares of Class A common stock of CBOT Holdings either registered or pledged
designated on its behalf-pursuant-te-pi d stablished-by-the Exchange, in order to be
eligible for member firm transaction fee treatment.

(c) A member firm that has at least four (4) Series B-1 (Full) memberships and two (2) Series
B-2 (Associate) memberships and 129,352 shares of Class A common stock of CBOT
Holdings (which may be acquired and registered as combinations or as separate interests
in one or more transactions) registered on its behalf, including any Series B-1 (Full)
memberships and shares of Class A common stock of CBOT Holdings required for its
own registration under Rule 230.00, may designate any number of its member firm
affiliates for member firm transaction fee treatment. A member firm whose proprietary
trading on the Exchange includes only agricultural contracts may, at its option, designate
for member firm transaction fee treatment any number of its member firm affiliates whose
proprietary trading on the Exchange also includes only agricultural contracts, if the
member firm has at least five (5) Series B-1 (Full) memberships and 136,690 shares of
Class A common stock of CBOT Holdings registered on its behalf (which may be
acquired and registered as combinations or as separate interests in one or more
transactions).

(ii) Member Firm Designation of Passive Investor Entities — A member firm that is registered
with the Exchange pursuant to registration categories (1a), (1b), (2a) or (2b) of Regulation
230.02, and that has at least four (4) Series B-1 (Full) memberships and two (2) Series B-2
(Associate) memberships and 129,352 shares of Class A common stock of CBOT Holdings
registered on its behalf, including any Series B-1 (Full) memberships and shares of Class A
common stock of CBOT Holdings required for its own registration under Rule 230.00, and/or
member firm affiliates of such a category (1a), (1b), (2a) or (2b) member firm, or a member
firm registered with the Exchange pursuant to registration category (3) of Regulation 230.02,
may designate, for member firm transaction fee treatment, up to a total of five non-FCM, non-
clearing passive investor entities, where the member firm or member firm affiliate exercises
trading control over, or is under common trading control with, such entities, or in addition
with respect to a category (3) member firm, which wholly owns such entities. For purposes of
this regulation, a “passive investor entity” is defined as a commodity pool, hedge fund, or
other collective investment vehicle.

If a Regulation 230.02, category (1a), (1b), (2a) or (2b) member firm and/or its member firm
affiliates, or (3) member firm, wishes to designate more than five passive investor entities as
described in this paragraph (ii), there must be an additional four (4) Series B-] (Full)
memberships and two (2) Series B-2 (Associate) memberships and an additional 129,352
shares of Class A common stock of CBOT Holdings registered on the member firm’s behalf
in order for the member firm and/or member firm affiliates to be eligible to designate up to a
total of six additional such entities.

(iii) Provisions Applicable to Designations of Member Firm Affiliates and Passive Investor
Entities — All designations of member firm affiliates and passive investor entities, as
described in paragraphs (i) and (ii) above, shall be subject to the following provisions:

(a) In order to become effective, the designation must be documented with, and approved by,
the Exchange in such manner as the Exchange prescribes.

(b) Upon such designation, the member firm affiliate or passive investor entity shall be


The Exchange may in its discretion grant temporary approval in the case of changes in
registration necessitated by reorganization of firms currently registered with the Exchange.

Upon receipt of an application for new firm registration for an Eligible Business
Organization, the Exchange shall, within fifteen days thereafter, make available to the
membership the name of the Eligible Business Organization, and shall post the same
information on the bulletin board for a period of at least ten days after such notification to the
membership.

No bs fhis-or-hermemberships-fer; nor may-any-memberregister
any particular shares of Class A common stock of CBOT Holdings may be registered on
behalf of-or-pledge-such-sh forthe-benefit-of-more than one member firm or member
firm affi liate. |

Except as provided herein-in Rule 230.00, regarding-e-cbotmember-firms,or-as-providedin
Rule230:00,-no membership registered for any member firm under Rule 230.00 may be
delegated under the provisions of Rule 221.00.

An Eligible Business Organization which has been conditionally approved for member firm
status shall have six (6) months after the date that it was notified of such approval, or within
such extension of said period as may be granted by the Exchange, to satisfy any conditions or
contingencies imposed on such approval. If the conditions or contingencies are not satisfied
by the applicable deadline, the Exchange's approval of the Eligible Business Organization for
member firm status shall be deemed void. +060

252.00 Proceeds of Membership and Class A Common Stock -

(a) 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, er-pledged-fer the benefit-of-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.

(b) 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:

(i) 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 (ii)


a leased membership and the lessor’s shares of Class A common stock of CBOT Holdings
may be registered for a member firm or a member firm affiliate;-or-shares-of Class A-common

affiliate-under Rule 230.00 or Regulation 450.02D.

230.02 Registration of Membership for Eligible Business Organizations - An
individual desiring to register a membership and/or shares of Class A common stock of
CBOT Holdings for an Eligible Business Organization under Rule 230.00 shall submit an
application giving the name of the Eligible Business Organization and the business in which it
is engaged, and any other information requested by the Exchange. The application must also
show that the member is a principal or employee of the Eligible Business Organization. In
addition, the application must designate the type of business activity, from the following list,
for which registration is requested:

(Ja) Registered Futures Commission Merchant (“FCM”) — Clearing

(1b) Registered FCM — Non-clearing

(2a) Non-FCM - Clearing

(2b) Non-FCM — Non-clearing (Must be wholly-owned by members or members and

employees of the firm; or must have a business purpose deemed appropriate by
the Exchange, including cash grain firms, financial institutions, market makers
designated by the Exchange, proprietary trading firms that do not otherwise fall
under category (3) below, or other forms of business approved by the Exchange.)

(2c) Non-FCM — Non-clearing Series B-2 (Associate) member affiliate of another
member firm (“member firm affiliate”)

(3) Other Non-FCM-Non-clearing (Commodity pools, hedge funds, or other
collective investment vehicles)

(4) e-cbot member firm

(5) Sole Proprietor — Clearing

(6) Investment Only

If activity level (1a), (1b) or (2a) has been designated, the applicant shall submit the following
financial information of the Eligible Business Organization: a certified financial statement
prepared by an independent Certified Public Accountant as of the most recent fiscal year end,
and a financial statement (which need not be certified) which is current as of the most recent
preceding calendar month end. If activity level (2b), (2c), (3), (4) or (6) is designated, the
applicant shall submit such financial information of the Eligible Business Organization that
may be required, in the discretion of the Exchange. An applicant who is applying to be a Sole
Proprietor CBOT Clearing Member shall submit a financial statement in the form designated
by the Exchange.

The Exchange may in its discretion waive or modify the foregoing requirements in the case of
changes in registration necessitated by reorganization of firms currently registered with the
Exchange.

Approval is required for a member firm changing or expanding its type of business to a higher
level of business activity as set forth above. A member firm requesting approval to operate as
a type (1a), (1b) or (2a) firm which was previously registered as any other type firm must first
submit the financial information required for approval as a type (1a), (1b) or (2a) firm as
specified above.


169)

(g)

(h)

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 (a)(iii), (a)(iv) or (a)(v) 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.

450.02D Member Firm Affiliates and Designated Passive Investor Entities

(i) Member Firm Affiliates - For purposes of this regulation, the term “member firm affiliate”
shall mean a non-Futures Commission Merchant, non-clearing entity which is wholly owned
by one or more member firms, which wholly owns a member firm, or which is wholly owned
by the same parent company(ies) as a member firm. For purposes of this regulation, the term
“member firm” shall refer only to a firm registered with the Exchange pursuant to registration
categories (1a), (1b), (2a) or (2b) of Regulation 230.02.

(a)

A member firm affiliate may qualify for delegate fee treatment (i.e., the applicable
member firm fee plus the applicable delegate fee) with Tespect to its transactions on the
Exchange: (1) if a Series B-1 (Full) membership, leased in the name of one of its
principals or employees, has-been-registered-on-behalf-ef such_-memberfirm-affiliate_and
27,338 shares of Class A common stock of CBOT Holdings are either-registered or
pledged—on its behalf-pursuant-to-precedures-established_by-the Exchange, or (2) ifa
Series B-2 (Associate) membership, leased in the name of one of its principals or
employees, has-b erstared on behalf of seek aber-fi ffiliate-and 10,000 shares
of Class A common stock of CBOT Holdings are either-registered or pledged-on its behalf
purstanite procedures established by the Exchange.

(b) A member firm which owns one or more Series B-1 (Full) memberships in addition to

those required for its own registration under Rule 230.00, and/or any Series B-2
(Associate) membership(s), (hereinafter “non-qualifying memberships”) may designate
such a non-qualifying membership,_as_well_as non-qualifying (not required for the
member firm’s own registration) shares of Class A common stock of CBOT Holdings, to
make its member firm affiliate eligible for member firm transaction fee treatment. A non-

qualifying membership and non-qualifying shares may not be designated for more than
one member firm affiliate at any given time. A member firm affiliate, for which a non-



July 21, 2005

Ms. Jean A. Webb

Secretary

Commodity Futures Trading Commission
Three Lafayette Center

1155 21* Street, N.W.

Washington, D.C. 20581

Reference File # 2569.01
Rule Certification
Dear Ms. Webb:

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

- Amendments to Rules 221.00, 230.00, 252.00 and Regulations 230.02 and 450.02D
per the attached texts (additions underlined; deletions struck through).

The referenced changes are related to the June 22, 2005 adoption of the so-called “second
approval” proposition by the stockholders of CBOT Holdings, Inc. (of which the CBOT is a
wholly-owned subsidiary). Receipt of the second approval represents another phase of the
CBOT demutualization process that was implemented initially on April 22, 2005. As a result
of the adoption of the second approval proposition, certain transfer restrictions previously
applicable to CBOT Class B memberships and CBOT Holdings Class A common stock are
changing. The referenced CBOT rule and regulation amendments clarify the following points
in connection with firm registrations:

qd) A member firm that designated a “non-qualifying” membership in order to make its
affiliate eligible for member firm transaction fees must also designate the appropriate
number of “non-qualifying” shares of CBOT Holdings Class A common stock for this
purpose. Both the designated membership and the designated shares are subject to the
claims process.

(2) A lessor whose membership will be registered for an e-cbot® member firm or a
member firm affiliate will be required also to allow his CBOT Holdings shares to be
registered for that firm.

(3) A lessor will only be subject to claims against the lessee up to the value of the
membership (and the lessor’s shares of CBOT Holdings Class A common stock if, and
only to the extent that, such shares are registered for an e-cbot member firm or a
member firm affiliate under Rule 230.00 or Regulation 450.02D).

In addition, revised Rule 230.00 provides for “investment only” member firm status with
respect to any category of CBOT Class B membership. (Previously, the minimum
requirement for “investment only” registration was one Series B-1 (Full) membership.)


subject to the Exchange’s jurisdiction and to all duties and obligations imposed upon
members and member firms under the Rules and Regulations; provided, however, that the
Exchange may exempt such member firm affiliates or passive investor entities from any
such duty or obligation which, in the Exchange’s sole judgment, is incompatible or in
conflict with, or is unrelated to, the activities of the member firm affiliate or passive
investor entity.

(c) The Exchange may withdraw its approval of such designation for good cause.

(d) A non-qualifying membership and non-qualifying shares of Class A common stock of
CBOT Holdings described in paragraph Gb), and all of the four{4)-Series B+(Fulb

berships-and-twe-(2}Series B24A i hip five (5) Series B+HFul)

memberships and shares of Class A common stock of CBOT Holdings described in
paragraphs Ge) and Gi, registered-on- behalf ofa

Rat 42. fi will be subject to sale by the Exchange for the acts or
delinquencies “of the member firm by which they are designated or for which they are
registered, and/or for the acts or delinquencies of any member firm affiliate or passive
investor entity that has been designated by the member firm under this regulation.

(e) Upon the sale or transfer of a non-qualifying membership_or any of the shares of Class A
common stock of CBOT Holdings described in paragraph (i), or any of the such-four

(4) ies BF berships-or-two-(2)Series B-2A te} bership Ps
a hips;

(5}-Series_B-1-(Full)-memberships orand shares of Class A common stock of CBOT
Holdings described in paragraphs (i)(c) and (ii), claims may be filed pursuant to
Regulation 249.01(h) against the member firm by which they are designated or for which
they are registered, and/or against any member firm affiliate or passive investor entity that
has been designated by the member firm under this regulation.



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below, and the Clearing Services provider shall have the second priority.

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

(iii) 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.

(iv) 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.

(v) 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.

(vi) 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 by the
Exchange. Provided, however, that this provision shall not apply to a membership
subject to Regulation 249.01(b) or 249.01(c).

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.

(i) | 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.

(ii) If a claim is contingent or the amount that’ will ultimately be due cannot be
immediately ascertained and determined, the Exchange may reserve and retain such
amount from the proceeds as it deems appropriate, pending determination of the
amount due on the claim.

(iii) 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


agreement shall be responsible for the payment of those claims allowed by the
Exchange and not satisfied promptly by the delegate (or the e-cbot member
firm or member firm affiliate, if applicable), but only to the extent of the value
of the membership so delegated (and its-asseciated-the lessor’s shares

of Class A Common stock of CBOT Holdings if, and only to the extent that,
such shares are registered for an e-cbot member firm or a member firm affiliate
under Rule 230.00 or Regulation 450.02D);

(3) A delegate shall not be entitled to register under Rule 230.00 for a member firm,

except as otherwise provided in Rule 230.00 and Regulation 230.02;
x kOe OK

230.00 Registration - An Eligible Business Organization may be a member firm of the
Exchange with respect to all contracts if one Series B-1 (Full) membership, is in the name of
any principal or employee thereof, and such membership and 27,338 shares of Class A
common stock of CBOT Holdings (which may be acquired and registered as a combination or
as separate interests in one or more transactions) are registered on behalf of such organization.
Such principal or employee shall be referred to as a “nominee,” whether the membership is
firm-owned or owned by such principal or employee.

Notwithstanding the foregoing, four (4) Series B-1 (Full) memberships and two (2) Series B-2
(Associate) memberships must be in the name of any principals or employees of an Eligible
Business Organization, and such memberships and 129,352 shares of Class A common stock
of CBOT Holdings (which may be acquired and registered as a combination or as separate
interests in one or more transactions) must be registered on behalf of such organization, in
order for such organization to be a member firm under Regulation 230.02, Category (3) “other
Non-FCM-Non-clearing”.

An Eligible Business Organization which is a non-FCM, non-clearing entity and (1) which is
wholly owned by one or more members or member firms, (2) which wholly owns a member
firm, or (3) which is wholly owned by the same parent company(ies) as a member firm, may
be a member firm of the Exchange under Regulation 230.02, Category 2(c), only with respect
to those contracts in which Series B-2 (Associate) members have trading privileges, if one
Series B-2 (Associate) membership is in the name of any principal or employee of such
organization, and such membership and 10,000 shares of Class A common stock of CBOT
Holdings (which may be acquired and registered as a combination or as separate interests in
one or more transactions) are registered on behalf of such organization.

An Eligible Business Organization may be a member firm of the Exchange under Regulation
230.02, Category (4), solely for the purpose of conducting non-clearing business on e-cbot
pursuant to Chapter 9B: (1) if one Series B-2 (Associate) membership is in the name of any
principal or employee of such organization, and such membership and 10,000 shares of Class
A common stock of CBOT Holdings (which may be acquired and registered as a combination
or as separate interests in one or more transactions) are registered on behalf of such
organization; or (2) if one Series B-1 (Full) membership, leased in the name of a principal or
employee of such organization, gistered_on-behalfofsuch- ization,-and 27,338 shares
of Class A common stock of CBOT Holdings are either-registered or pledged-on behalf of
such organization-p: HO-PI tablished-by the Exchange; or (3) if one Series B-
2 (Associate) membership, Wresed in the name of a principal or employee of such
organization, is—registered behal—of-such izationand 10,000 shares of Class A
common stock of CBOT Holdings are either-registered erpledged—on behalf of such
organization-pursuantte-procedures-established-by the Exchange.

An Eligible Business Organization may be a member firm of the Exchange under Regulation



Additions underlined; Deletions struckthrough.

221.00 Delegation - An individual member may delegate the rights and privileges of a Series
B-1 (Full), Series B-2 (Associate), Series B-3 (GIM), Series B-4 (IDEM), or Series B-5
(COM) membership to an individual (a "delegate") upon the following terms and conditions:

(a)

(b)

The delegate shall first be approved by the Exchange under the standards of Rule
200.00 and shall sign a written agreement to become familiar with, observe and be
bound by the Certificate of Incorporation, Bylaws, Rules, and Regulations of the
Exchange, and all amendments subsequently made thereto. An approved delegate,
who is not subject to a suspension or expulsion, shall remain approved to enter a new
delegation agreement within six (6) months following the termination of the previous
delegation agreement. The Exchange may, in its discretion, grant extensions of this six
(6) month approval period.

The delegation agreement, any amendment thereto, and any termination, revocation,
or renewal thereof, shall be in writing in such form as the Exchange may prescribe,
and a copy thereof shall be filed by the member with the Exchange as a precondition
to its effectiveness: Provided, however, the delegation agreement shall be null and
void automatically upon the happening of any of the following events:

(1) Loss of any of the qualifications for entering a delegation agreement, such as
sale of the membership of the member or expulsion of the member or the
delegate; or

(2) The suspension of the member by the Exchange within three months of the
date of the filing of the delegation agreement by the member with the
Exchange;

(c) (1) | The member shall remain liable (for an amount up to, but not in excess
of, the value of the membership (and its-asseeiates-the lessor’s shares of Class
Acommon stock of CBOT Holdings if, and only to the extent that, such shares
are registered for an e-cbot member firm or a member firm affiliate under Rule
230.00 or Regulation 450.02D)) for the debts, acts and delinquencies of the
delegate (or the e-cbot member firm or member firm affiliate, if applicable)
arising from the delegate's exercise of rights and privileges of membership.
The membership so delegated; (and the asseeiated-lessor’s shares of Class A
common stock of CBOT Holdings described above, if applicable), may be sold
to satisfy any such liability in accordance with the Rules and Regulations of
the Exchange. Delegation shall not relieve the member of any of his
obligations or liabilities which he might otherwise have by virtue of being a
member of the Exchange to other members of the Exchange;

(2) Upon the termination or expiration of the delegation agreement, the Exchange
shall make notice thereof available to the membership. Thereafter, all members
and delegates who may have claims against the delegate (or any e-cbot
member firm or member firm affiliate for which the leased seat has been
registered pursuant to Rule 230.00 or Regulation 450.02D) may file claims
pursuant to Regulation 249.01(h). The member entering into a delegation



Ms. Jean A. Webb
July 21, 2005
Page Two

The CBOT intends to implement these amendments one day after the Commission’s receipt of
this filing.
There were no opposing views concerning these amendments.

The CBOT certifies that these amendments comply with the Commodity Exchange Act and
the rules thereunder.

Sincerely,
Paul J. Draths

Vice President and Secretary
B071905