DRAFT

03/14/06
Director?) shall serve until his or her death, resignation or removal, whichever
occurs first, in a manner permitted by Applicable Law. If the Voting Interest of
any Owner entitled to vote with Owner Appointed Directors under paragraph (b)
either falls below four percent, or increases or decreases by five percentage points
or more (taken as absolute points rather than a relative degree of increase or
decrease) measured against the Voting Interest held by such Owner entitled to
vote, or if a new Owner is admitted and has voting ownership of 5% or greater.
the Voting Owners shall negotiate in good faith as to a re-allocation of Owner
Appointed Directors, with the following guiding principles:

(i) The allocation should be roughly proportionate, taking into
account the possibilities for alignment of interest across Owners entitled to
vote.

(ii) __The_ allocation should preserve representation for each initial
Owner and IBG if any of them hold a Voting Interest_of at _least_four

percent.

If the Owners entitled to vote which hold a Voting Interest of at least four
percent cannot agree upon an allocation of Owner Appointed Directors to apply
following the relevant change in Voting Interest, paragraph (a) above shall be
amended automatically to provide that each Owner entitled to vote which holds a
Voting Interest of at least four percent shall appoint one Director, and paragraph
(j) below shall be amended automatically to provide that Board actions shall be by
weighted votes, with each Director appointed by an Owner entitled to vote

holding votes in proportion to such Owner’s Voting Interest.



DRAFT
03/14/06

10

requires, and may accomplish such execution in each case either under or without
the seal of the Exchange and either individually or with any other officer
authorized by the Board, according to the requirements of the form of the
instrument. The Chief Bxecutive-Officer President may vote all securities which
the Exchange is entitled to vote except as and to the extent that such authority is
vested in a different officer or agent of the Exchange by the Board.

(e) Chief Financial Officer and Treasurer. The Chief Financial Officer
(or other similar title) shall be the principal accounting and financial officer of the
Exchange and as such shall perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned by the Board
or the Chief Executive Officer. Without limiting the generality of the foregoing,
the treasurer of the Exchange shall have charge of and be responsible for the
maintenance of adequate books of account for the Exchange and shall have charge
and custody of all funds and securities of the Exchange and be responsible
therefore and for the receipt and disbursement thereof. If required by the Board,
the treasurer of the Exchange shall give a bond for the faithful discharge of his or
her duties in such sum and with such surety or sureties as the Board may
determine.

209 Indemnification; Fiduciary Duties
(a) No change.
(b) No Change.
(c) No Change.

(d)Fiduciary Duties of Directors and Officers. In accordance with in §18-
1101(c) of the Delaware LLC Act, to the extent that, at law or in equity, an
Owner, Director, officer or other person having duties (including fiduciary duties)
and liabilities relating thereto to the Exchange or to any other Owner, Director,
officer or other person that is a party to or otherwise bound by this Chapter, such
Owner, Director, officer or other person acting pursuant to this Chapter shall not
be liable to the Exchange or to such other Owner, Director, officer or other person
for such Owner’s, Director’s, officer’s or other person’s good faith reliance on the
provisions of this Chapter. The Directors and officers of the Exchange, in carrying
out their managerial roles described in this Agreement_Chapter, shall be charged
with the same fiduciary duties of care, loyalty and good faith as are incumbent
upon corporate directors and officers under the Delaware General Corporation
Law, as amended from time to time.



DRAFT
03/14/06

unanimously consent thereto in writing, including by electronic mail or facsimile,

and the writing or writings are filed with the minutes of the proceedings of the
Board.

 (g) Special Meetings. Special meetings of the Board may be called by the
Chief Executive-Officer Chairman, President or any feur three Directors. The
Direeters person or persons calling a special meeting of the Board shall fix the
time and place at which such meeting shall be held, and such time and place shall
be specified in the notice of such meeting.

(h) Notice. Notice of any special meeting of the Board shall be given at
least five (5) days previous thereto by written notice to each Director at his or her
business _address_or such other_address_as he or she may have advised the
secretary of the Exchange to use for such purpose. If hand delivered, such notice
shall be deemed to be given when delivered to such address or to the person to be
notified. If mailed, such notice shall be deemed to be given two business days
after deposit in the United States mail so addressed, with postage thereon prepaid.
Such notice may also be given by telephone or other means not specified herein
(including electronic mail), and in each such case shall be deemed to be given
when actually received by the Director to be notified. Notice of any meeting of
the Board shall set forth the time and place of the meeting. Neither the business
to_be transacted at, nor the purpose of, any meeting of the Board (regular or

special) need be specified in the notice or waiver of notice of such meeting.

(i) Waiver of Notice. A written waiver of notice, signed by a Director entitled
to notice of a meeting of the Board or of a committee of such Board of which the Director
is a member, whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice to that Director. Attendance of a Director at a meeting of the
Board or of a committee of such Board of which the Director is a member shall constitute
a waiver of notice of such meeting except when the Director attends the meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

¢@ (i) Quorum and Vote Required for Action. At all meetings of the Board, a
majority of the Directors shall constitute a quorum for the transaction of business and the
act of a majority of the Directors present at any meeting at which there is a quorum shall
be the act of the Board except as may be otherwise provided in this Chapter 2 or the
Delaware LLC Act. If a quorum is not present at any meeting of the Board, a majority of
the Directors present at such meeting may adjourn such meeting from time to time,
without notice other than announcement at such meeting, until a quorum is present._In
the event that there is a tie vote, after all of the Directors eligible to vote have
voted, on any matter requiring a majority vote of the Board for approval, the
highest-ranking executive officer of the Exchange may vote on the matter in order
to break the tie.

{k)___Attendance by Conference Telephone. Directors or members of any
committee designated by the Board may participate in a meeting of the Board or

such committee by means of conference telephone, or any similar means of



DRAFT
03/14/ 06

(d) Vacancies. A vacancy created because of the death, disability,
resignation or removal of a Director:

}——-appointed by any Owner entitled to vote pursuant to elause-)tid-or Gi}
ef paragraph (b) above shall be filled by the Owner entitled to appoint such

Director.;-and

i) lected. + -to—el. G
v
above-shall-be filled d

ited. Asal
5 anner-permitt Hy Appeal a

(e) Regular Meetings. A regular meeting of the Board shall be held
immediately following the close of, and at the same place as, each-annual any
special meeting of the Owners. No notice of any such meeting, other than this
paragraph (e), shall be necessary in order legally to constitute any such meeting,
provided a quorum is present. The Board may provide, by resolution, the time
and place for the holding of additional regular meetings without notice other than
such resolution.

(f) Action by Consent. Any action required or permitted to be taken at any
meeting of the Board may be taken without _a meeting if the Directors



DRAFT

03/14/06
Chie£E: ei 44: -Offi > wh halt }y i} ted- by alt ef- the-Di: 7 adi: v3
the Chief Executive-Officerin hi h ity Di a President (who

shall be the chief executive officer of the Exchange) ad» may include a Chief
Financial Officer; or similar title who shall also serve as the treasurer of the
Exchange;, and such other officers as the Board may determine fremtimetotime
choose. The Board may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and AH-efficers-ofthe
Exehange shall exercise such powers and perform such duties as may shall be
determined from time to time by the Board. Any two or more offices may be held
by the same person. Except as provided by contract with the Exchange, election
or appointment as an officer shall not of itself create contract rights.

(b) Salaries.’ The salaries of all officers and agents of the Exchange
selected by the Board shall be fixed approved by the Board, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is also
a Director of the Exchange.

(c) Term of Office; Removal. Each officer of the Exchange selected by the
Board shall hold office until the next annual appointment of officers by the Board
and until his or her successor is appointed and qualified, or until his or her death,
resignation or removal, whichever occurs first,_in_the manner_hereinafter
provided. Any officer or agent selected by the Board may be removed at any time
by the Board whenever in its judgment the best interests of the Exchange would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any office of
the Exchange at any time or any new offices may be filled by the Board for the
unexpired portion of the term.

(d) Chief Executive Officer-. The Chief Executive-Officer President or
senior executive of the Exchange designated by the Board shall be in charge of
the business of the Exchange, subject to the direction and control of the Board.
The-Chief-E: tet Off. u shall_h: the—tith} f chai: f the B. &

di a ity-_shall_preside-over-all- meetings-of the Beard—In general, the
Chief Executive-Officer President_shall discharge all duties incident to the
principal executive office of the Exchange and such other duties as may be
prescribed by the Board from time to time. Without limiting the generality of the
foregoing, the Chief Executive-Officer President: shall see that the resolutions and
directions of the Board are carried into effect except in those instances in which

such that responsibility is specifically assigned t to another person by the Board;-er

a 4 th: ide-at-all £ the-O: the-Beard:
ig P P B 5

and, except in those instances in which the oatority to execute is expressly
delegated to another officer or agent of the Exchange or a different mode of
execution is expressly prescribed by the Board, may execute for the Exchange
certificates evidencing duly authorized shares of the Exchange, any contracts,
deeds, mortgages, bonds, or other instruments which the Board has authorized,
and may (without previous authorization by the Board) execute such contracts and
other instruments as the conduct of the Exchange’s business in its ordinary course



ah
IC Office of In-House Counsel, LLC
— 1300 Pennsylvania Avenue, N.W., Suite 700,
Washington, DC 20004
Phone: 202-204-3088 * Fax: 202-318-9105

Madge M. Piro”
Chief Executive Officer

March 16, 2006

Ms. Jean A. Webb P
Secretary Fes
Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, D.C. 20581

Re: Security Futures Products Rule Submission and Rule Certification
Dear Ms. Webb:

Pursuant to section Sc(c)(1) of the Commodity Exchange Act, as amended (the
“Act”), and section 41.24 of the regulations promulgated by the Commission under the
Act, submitted herewith is a rule amendment to the OneChicago, LLC (“OneChicago”)
governance rules and other related rules or conforming changing, specifically rules 132,
139, 140, 141, 142, 143, 144, 145, 147, 161, 203, 207, 208, 209, 210, 212, and 305.
OneChicago is amending these rules to conform to changes in OneChicago’s Operating
Agreement. The rule amendment will be effective on March 17, 2005.

There are no opposing views that are not incorporated into this rule amendment.

On behalf of OneChicago, I hereby certify that that the amendment, to the initial
listing standard for single stock futures complies with the Act and regulations
promulgated thereunder.

/s/ Madge M. Piro

* Practice Limited to Federal Securities and Commodity Futures Law. Not Licensed in
DC. Licensed in Illinois and Michigan.


DRAFT
03/14/06

12

such_permits-expire}orn the CBOE and Persens—with-full-orasseciate-member
trading-privileges-on the CBoT shall be subject to the same fee structure, which
may vary by Contract or be subject to differentiation on the basis of whether such
Persons enjoy market maker status, Clearing Member status or any other similar
designation; provided that no such designation may be based upon the identity of
the Owner from which such Persons derive their Exchange Member status. Alt
Day 5 4th trading rivilese nthe M nd Percons-h ino OM A

£ the-O: fr hich

that 4 desicnati. be-based. theid:
EE y Pt

$3 4,
4
eh-P. derive-their Exchange-Member-status. The Board may modify the
ditt i

fee structure from time to time as it sees fit; previded+that-any-such

(c) No Change


DRAFT
03/14/06
Confidentiality and Conflicts of Interest

eK

210 Confidentiality and Employee Restrictions

(a) No member of the Board or any committee established by the
Board or the Rules of the Exchange shall use or disclose any material non-public
information, obtained in connection with such member’s participation in the
Board or such committee, for any purpose other than the performance of his or
her official duties as a member of the Board or such committee. At any time, if
requested by the Board acting in good faith and in the best_interests of the
Exchange, an Owner shall _surrender_to_the Exchange any confidential

information, and all records, files and other documents provided to the Owner by
the Exchange (including all copies thereof) relating to confidential information.

(b) No Change.
(c) No Change.
(d) No Change.

(e) No Change.

Books and Records

aK

212. Books and Records

The Exchange shall keep adequate books of account of the Exchange on a cash or
accrual basis to the extent permitted by the Internal Revenue Code, as amended from
time to time, and in accordance with U.S. generally accepted accounting principles, as the
Chief Financial Officer shall determine, wherein shall be recorded all contributions to the
capital of the Exchange, and all income, distributions, expenses, and transactions of the
Exchange. The Exchange also shall maintain as a part of the books and records of the
Exchange a list of the names and addresses of the Owners. Each Owner’s name and
address _may be changed by such Owner by written notice to the Exchange. The
Exchange’s books of account, along with the Exchange’s federal, state, local and foreign
income tax returns for each of the six preceding taxable years of the Exchange, shall be
kept at the principal office of the Exchange.

Dues, Assessments and Fees

1

305 Dues, Assessments and Fees
(a) No Change

(b) All Persons with B-+,B2-er-B-3 member trading privileges on the
CME, P ith full-member trading_rights-or option-trading_permits-(antil



DRAFT
03/14/06

communication through which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in person

at that meeting.

-th) (1) Resignation and Removal. A Director may resign at any time by
giving written notice to the Chief Executive-Officer Chairman or President. A
Director may be removed for cause by the act of a Majority in Interest of the
Owners at a meeting of the Owners called expressly for the purpose of removing
such Director. For these purposes, “for cause” shall mean that (i) the Director has
(A) committed a willful serious act, such as fraud, embezzlement or theft, (B)
committed or attempted any act against the Exchange intending to enrich himself
or herself at the expense of the Exchange or (C) made an unauthorized use or
disclosure of confidential information pertaining to the business of the Exchange,
(ii) the Director has been convicted of a felony or commits an act constituting a
felony, (iii) the Director has engaged in conduct which has caused serious injury,
monetary or otherwise, to the Exchange, or (iv) the Director, in carrying out his or
her duties, has been guilty of negligence or willful misconduct. A Director

may be removed at any time by the Owner
that appointed such Director, effective immediately upon providing written
notification to the other Owners and to the remaining Directors. The termination

49 (m) Committees. The Board may designate by resolution one or more
committees, which shall be comprised of members-ef individuals appointed by the
Board_and may at the Board’s discretion include non-Board members. Any such
committee, to the extent provided in the resolution, shall have the authority and
power to exercise the functions delegated to it by the Board, which delegation
may be revoked by the Board at any time and in its discretion. The Board may
designate one or more Directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or in the case of disqualification of any member of such committee or
committees, the member or members thereof present at any the meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another person to act at such meeting in the
place of such absent or disqualified member. Notwithstanding the above, the
Board shall designate a Compensation Committee empowered to make decisions
regarding the compensation and benefits programs for the Exchange and to
determine the annual compensation for the Exchange’s Officers, subject_to
approval of the Board. Such Compensation Committee shall be comprised of one
Director from each of IBG, CME and CBOE.

ed

208 Officers

(a) Designation; Number; Election. The Board shall designate the
officers of the’Exchange. Fhe Such officers of the Exchange shall be include -the


DRAFT
03/14/06

Index Futures. The Board may further authorize the Exchange to develop, list for
trading, market, regulate, clear_and settle transactions in other products with
substantially the same characteristics as Single Stock Futures and Stock Index
Futures if such products are legally authorized to be listed for trading under the
same regulatory structure _as applies to Single Stock Futures and Stock Index
Futures. “Substantially the same characteristics”, as_used_in the foregoing
sentence, means products that are standardized contracts for future delivery of (i)

a_certain_number of shares (or the cash value thereof) of an equity-based

instrument or (ii) the cash value or a basket of securities representing a narrow-

based index of such instruments.

RE

207 ‘Directors

(a) General Powers. The business and affairs of the Exchange shall be
managed by or under the direction of the Board, with all rights and powers
generally conferred by law or necessary, advisable or consistent in connection
therewith. The Board may do all such lawful acts and things as are not by the
Delaware LLC Act, directed or required to be exercised or performed by the
Owners. At + $3: 4: dh. +4-th +h . Di 7 Maieritintntes tof

during 4s-ne-Ditector,-a Majority Fest-of

the Board "Meetings of the Board 1 may Y be conducted by the Chief Executive

Officer or President of the Exchange or as the Board otherwise determines. At its

discretion, the Board may appoint by majority vote_a Director to serve as
Chairman of the Board.

(b) Designation of Directors; Initial Board. The initial Board shall be
composed of up+te—Ht eight Directors, which shall be elected or appointed as

follows:

(i) The CBOE Subsidiary shall appoint three two
Directors;

(ii) The CME shall appoint three two Directors;

(iii) The CBoT shall appoint one Director; and

(iv) IBG shall appoint three Directors. Up—te—three

toide Di: a ( hy “Ontcide Di. 7 2) chy shalt not-otherwi

by ffiliated- 44] loyed—by—the—Exch: 1, dj:

EE OE EEE PTY eA " Peery el 7
fat 5 ‘hall by I, ted-by +h. FF athy yeu ofa-Maj ty Tat tof
the Owners, aft Hation-with the-Chief Executive Officer_and

(v) ‘The-Chief Executive Officer,

(c) Number, Tenure, and Qualifications; Allocation of Directorships. *
Director—appei Pp t#to_Rule—207(b}(eEach; “Owner-Appointed



DRAFT
03/14/06

Majority in Interest of the Owners, unless otherwise stated in the Exchange Rules
or unless a different number of votes are required by applicable law.

440 141 Market Improver
No Change
444142 =“ NFA
No Change
442 143 OneChicago System
No Change
143 144 OneChicago Workstation
No Change

444145 Order

No Change

aK

147 Owner-Appointed Director

The term “Owner-Appointed Director” has the meaning set forth in
Rule 207(¢b).

ek

161__ Voting Interest

The term “Voting Interest” means the number of shares entitled to vote on
Inatters submitted to the Owners, which voting shares are held by Owners entitled
to vote.

KK

203 Purpose and Scope of the Exchange

The sole purpose of the Exchange shall be to develop, list for trading,
market, regulate, clear and settle transactions in Single Stock Futures and Stock


DRAFT
03/14/06
Exhibit A

132 Exchange Member

(1) The term “Exchange Member” means {a} any Person
with BA B2;8-3-or B-4-member member trading privileges on the CME, Oe ne

fall by di Gantil
trading right ption trading-permits_funtil_such-p Hon the

di:
CBOE or and-(e}- any P. ith-momber-irading-privileges-on the CBoT; in-each

@ > h g-p ges-on-th AE-and
PR helding- COM,GIM or IDEM tradi the-CBef. the other hand

SP 13
he Board x4 $3 4 a 3: yy 4. . i
4 ry time-+to-t et + y pprepriate-;_ provided,

however, that such trading privileges, trading rights or permits, and membership rights
shall be those that are in effect for each of the foregoing entities as of March 15, 2006
and if such trading privileges, trading rights or permits, and_membership rights are
materially expanded or changed so as to result in a material increase in the number of
Exchange Members, such expanded or changed membership category shall no longer
confer automatic membership in the Exchange, unless the Board shall otherwise agree.
The term “Member” in this context shall not be construed to have the meaning set forth in
§18-101(11) of the Delaware LLC Act, and no ownership interest _ in the Exchange shall
be conferred on any person by virtue of that person’s status as an Exchange Member.
The default by any Owner of the default provisions, unless otherwise determined
by the Board, shall cause the Exchange Members whose _membership in the
Exchange is derived solely from a relationship with such defaulting Owner
whether directly or through its Affiliate exchange) to cease to be Exchange

Members.
RK
139 IBG

The term “IBG” means Interactive Brokers Group LLC.
439 140 Majority in Interest of the Owners
The term “Majority in Interest of the Owners” means Owners—helding-inthe

eeregat 70%, £ all hip- it: £the-Exeh; r= titled—t ote—the
affirmative vote of at least sixty-five percent (65%) of the shares entitled to vote
on matters held solely by the Owners entitled to vote. Pursuant to 207(j) of the
Rule of the Exchange, any action of the Owners shall require the consent of a