(a)

(b)

()

(d)

Ch2 Purchase and Sale or Transfer of Membership

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 secuntty 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 ail restricted and unrestricted shares of Class A common
stock of CBOT Holdings registered on behalf of, or pledged for 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 member's’,
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:

(i4) _ 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 (ii2) below, and the Clearing Services provider
shall have the second priority.

{ii2) SECOND, the payment of all debts owed to the Exchange by such member, including, but
not limited to, dues, assessments, service fees and fines.

(ii3) 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.

(iv4) 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.

(v5) 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.

(vi6) 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 (ba) above, shall be
paid pro rata, except as provided in (fe) 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


Ch2 Registration

230.00 Registration - An eEligible BBusiness oOrganization

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 its
asseciated-27,338 shares of Class A common stock of CBOT Holdings (which may be acquired and
tegistered as a combination or as separate interests in one or more transactions) are registered on
behalf of-the-fira_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.

Provided,-however,that 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-thereof of
an Eligible Business Organization, and such memberships and theirasseciated-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-the-firfA_such

organization, in order for the-eligible-business-such organization to be a member firm under Regulation
230.02, Category (3) “other Non-FCM-Non-clearing’”.

A-memberfirm-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-thereef of such organization, and
such membership and its-asseciated-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-the-firm_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, is registered on
behalf of such organization, and 27,338 shares of Class A common stock of CBOT Holdings are either
registered or pledged on behalf of such organization pursuant to procedures established by the
Exchange; or (3) if one Series B-2 (Associate) membership, leased in the name of a principal or
employee of such organization, is registered on behalf of such organization, and_10,000 shares of
Class A common stock of CBOT Holdings are either registered or pledged on behalf_of such
organization pursuant to procedures established by the Exchange.

Those individuals who desire to register thei+memberships and asseciated-shares of Class A common
stock of CBOT Holdings on behalf of -a+nember-firm-an Eligible Business Organization shall make
application to the Exchange, giving therein such information as may be requested. If the application is
granted, their—_the memberships and theimassociated-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.

A 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 membership—registration requirements of Rule 703.00. Allsuch
hips-shall-b ist ribed-abor d-under-th
aronerboe: ie Rule 70550. Monber firms shall be subject to all requirements and Pranieitons
contained in the Rules and Regulations applicable to members, and in such cases, all registered
raermbers—nominees shall be subject to discipline and their-the registered memberships and their
associated—shares of Class A common stock of CBOT Holdings shall be subject to sale by the
xchange 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 registered-members-nominees with the prior written approval of
the Exchange.



Ch4 Transfer Trades/Exchange Service Fees

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 contro! 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-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
the member firm's behalf (which-mmay-bi d-regist rAbinati
in-one-of-more-transactions), in order for ‘the ‘eonber firm onevor member firm affiliates to be eligible ic
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 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
(dd

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

A non-qualifying membership described in paragraph (i)(b) and er all of the four (4) Series B-1 (Full)
memberships and two (2) Series B-2 (Associate) memberships or five (5) Series B-1 (Full)
memberships and shares of Class A common stock of CBOT Holdings pursuantto described in
paragraphs (i)(c) and (ii), registered on behalf of a Regulation 230.02, category (1a), (1b), (2a), (2b)
or (3) member firm will be subject to sale by the Exchange for the acts or delinquencies of the
member firm 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.

Upon the sale or transfer of a non-qualifying membership described in paragraph (i)(b) or any of such
four (4) Series B-1 (Full) memberships or two (2) Series B-2 (Associate) memberships, or five (5)
Series B-1 (Full) memberships and shares of Class A common stock of CBOT Holdings pursuantto
described in paragraphs (i)(c) and (ii), claims may be filed pursuant to Regulation 249.01(h) against
the member firm for which they mermbership-is are registered and/or against any member firm affiliate
or passive investor entity that has been designated by the member firm under this regulation.
(95/04/95 06/21/05)

450.02F Transaction Fees for e-cbot Member Firms ~ Delegate transaction fee rates shall apply
to eligible business organizations which are e-cbot member firms pursuant to Rule 230.00 and Regulation
230.02 based on either the registration of a delegated Series B-1 (Full) or Series B-2 (Associate)
membership or the registration of oF a firm-registered Series B-2 (Associate) membership that is owned
by such member firm or its nominee (as well as the share requirements described in Rule 230.00).
(05/04/05 06/21/05)

(e



Ch2 Purchase and Sale or Transfer of Membership

249.01 Purchase and Sale or Transfer of Membership - Memberships may not be purchased, sold
or transferred except as authorized by the Exchange.

(a)

(b)

Purchase and Sale of Memberships by Individuals -

(i)

(i)

(iii)

An individual may purchase or sell a membership pursuant to the procedures and
conditions established by the Exchange, including any required deposits or clearing
member guarantee agreements.

A clearing member guarantee agreement shall be executed on a form prescribed by the
Exchange. In the event that the prospective purchaser of a membership fails to make
payment in the amount of his bid by 5:00 p.m. of the next business day following the day
on which he was notified that his bid was matched to an offer, the clearing member who
has executed a clearing member guarantee agreement shall purchase the membership
and shall make payment in the full amount of the bid by 5:00 p.m. of the business day
following the day upon which payment was due from the prospective purchaser.

Failure to fulfill the obligations set forth in a clearing member guarantee agreement shall
constitute acts detrimental to the interest and welfare of the Exchange.

Within ten (10) business days of notice to the purchaser that his or her bid has been
matched to an offer, the purchaser, if not already a member, shall file with the
Department of Member Services an application for the appropriate membership status, in
such form as may be prescribed by the Exchange. Such form shall include an agreement
by the applicant to take no recourse against the Exchange in the event he or she is not
approved for a particular membership status, except as may be permitted under Section
8c of the Commodity Exchange Act as amended and a release of the Exchange of any
claim or right that such individual would otherwise have had by reason of such failure to
be so elected. No person may exercise the rights of a particular membership status until
he or she is approved for such membership status.

If a purchaser of a membership fails to file an application for membership, is not
approved for membership status, or if for any reason his application is withdrawn, the
Exchange shall retain any membership processing fee charged pursuant to Rule 243.00,
and the purchaser shall assume all risk of gain or loss from the resale of the membership.
The purchaser shall take all necessary steps to sell the membership within thirty (30)
days of notification of his failure to be approved for membership status, withdrawal of his
application, or the purchase of the membership if he failed to file an application.

If the purchaser fails to effect a sale within the time period specified in this
paragraphsection (ii), the Exchange shall be entitled to sell the membership and_any
associated restricted shares of Class A common stock of CBOT Holdings at the price of
the highest current-bid to purchase on-at any time during the next business day following
the thirtieth (30) day after notification of his failure to be approved for membership status,
withdrawal of his application, or the purchase of the membership if he failed to file an
application. If,at the open of business on the next business day following the thirtieth
day after such notification, withdrawal, or purchase, there is no eurrent-bid to purchase,
the membership and any associated restricted shares of Class A common stock of CBOT
Holdings shall be offered for sale by the Exchange at the same price as the lowest
surrent-offer to sell. The total amount realized from the sale of the membership and any
associated restricted shares of Class A common stock of CBOT Holdings shall be
remitted to the unsuccessful applicant in full satisfaction of all obligations of the
Exchange, subject to Exchange Rule 252.00.

An individual whose membership status was terminated through a sale of his
membership, transfer of a firm-owned membership which was in the individual’s name
pursuant to paragraph (b) below, or termination of a temporary family designation
pursuant to paragraph (d)(ii) below, and who is not subject to a suspension or expulsion,
shall remain eligible, for a period of six (6) months following such sale, transfer, or
termination to acquire another membership. The Exchange may, in its discretion, grant
extensions to this six (6) month approval period.

Nomination and Substitution by Member Firm


Ch2 Registration

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 member-applicant shall submit
such financial information of the eEligible bBusiness eOrganization that may be required, in the
discretion of the Exchange. A-member-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.

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 eEligible Business eOrganization, the
Exchange shall, within fifteen days thereafter, make available to the membership the name of the
eEligible bBusiness oQOrganization, 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 member may register any one of his or her memberships for, nor may any member register any
particular shares of Class A common stock of CBOT Holdings on behalf of, or pledge such shares for
the benefit of, more than one member firm_or member firm affiliate.

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

An eEligible BBusiness eOrganization 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 eEligible bBusiness eOrganization for member firm status shall be
deemed void. 1060 (05/04/0506/21/05)

230.03 Designated Persons -

(a) Subject to approval by the Exchange, which approval is in the absolute discretion of the
Exchange, each member firm shall designate one or more senior managerial employees.
responsible for the member firm's financial, compliance, operational and ultimate supervisory
obligations and activities as a member firm. Such individuals must either: (i) have-be a
nominee for a membership registered on behalf of the member firm, or (ii) be registered with
the Exchange by the member firm as a "Designated Person*..”. A Designated Person shall be
subject to the Rules and Regulations of the Exchange as if a member; provided, however, that
a Designated Person shall not be liable for the actions and/or omissions of other employees,
agents or independent contractors if the member firm or the Designated Person demonstrates
to the satisfaction of the Exchange that all of his or her relevant conduct on behalf of the
member firm was performed in good faith with reasonable care.

(b) Any individual who is not a registered member or Designated Person or any nonmember
entity, which holds more than a 25% financial interest in a member firm, or who or which
exercises actual control over the management of the member firm may, at the Exchange's
sole discretion, be required to execute a Consent to Jurisdiction in such form as may be
prescribed by the Exchange. Upon the member firm's request, the Membership and Financial
Compliance Committees may exempt individuals and/or entities from this requirement for
good cause shown. (04/0406/21/05)

230.05 Additional Seat Requirement A firm registered under Regulation 230.02, Category (3)
may take up to eighteen months from the date of its registration approval to acquire and complete the
registration of its six required memberships_and 129,352 shares of Class A common stock of CBOT
Holdings. However, no such firm will be approved for member firm status until such time as it has
purchased, or has registered on its behalf, at least one Series B-1 (Full) membership and its

204


Ch2 Registration

All memberships and shares of Class A common stock of CBOT Holdings described-above-that are
owned by a Regulation 230.02, Category (2b), (3), or (6) member firm: (1) may be delegated upon the
terms and conditions set forth in Rule 221.00_(in the case of. memberships); or (2) may | be i in the name
of a principal or employee of, and may be registered_-with-thei

-Heldings,-on behalf of, another member firm which is anol owned 5 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.-226

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
a leased membership may be registered for a member firm or a member firm affiliate, or
shares of Class A common stock of CBOT Holdings may be pledged on behalf of a member
firm or member firm 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 its-asseciated-shares of Class A common stock of CBOT
Holdings for an eEligible bBusiness Organization under Rule 230.00 shall submit an application
giving the name of the eEligible Business eOrganization 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 eEligible Business eOrganization. In addition, the application must
designate the type of business activity, as-measured-by-from the following list, for which registration is
requested:

(1a) 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: Series-B-2
gi
(Associate) bership,_shall_be-entitled-t Eligible
bBusi eOrganization. Hely-te duct
Bi Org 7 y
(5) Sole Proprietor — Clearing
(6) Investment Only

If activity level (1a), (1b) or (2a) has been designated, the rember-applicant shall submit the following
financial information of the eEligibte bBusiness eQrganization: a certified financial statement prepared

204


Chapter 7
Clearing

Ch7 Clearing

703.00 Clearing Membership - The Clearing Services Provider may prescribe the qualifications
of CBOT Clearing Members that may be admitted as Special Clearing Members of the Clearing
Services Provider, subject to the provisions of the relevant Clearing Services Agreement. However, no
person, corporation, limited liability company, partnership, or any other type of eligible business
organization (hereinafter collectively referred to as “Eligible Business Organization") shall become a
CBOT Clearing Member until approved by the Exchange, subject to the following conditions:

{a) No Eligible Business Organization shall become a CBOT Clearing Member for the purpose of clearing
trades for others unless two Series B-1 (Full) memberships and their-associated-54,676 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) have been registered on behalf of the firm pursuant
to Rule 230.00. Such memberships may be held in the name of any principal or employee of the
Eligible Business Organization.

(b) A Sole Proprietor may be a CBOT Clearing Member provided that he clears trades exclusively for
his own account.

(c) No Eligible Business Organization may be a CBOT Clearing Member for the purpose of clearing its
own trades exclusively unless one Series B-1 (Full) membership and its-asseciated-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) have been registered on behalf
of the firm pursuant to Rule 230.00. Such membership may be held in the name of any principal or
employee of the Eligible Business Organization.

(d) A lawfully formed and conducted cooperative association of producers having adequate financial
responsibility and which is engaged in any cash commodity business, may become a CBOT
Clearing Member provided it meets the registration requirements for Eligible Business
Organizations as set forth in this Rule.

(e) A member firm which is also a clearing member firm of the Exchange, or a managerial employee of
such firm, shall not be prohibited from owning, controlling, or being a shareholder, member or
limited partner in one other clearing member firm provided that when both clearing members are
corporations, the second clearing member is a 100% wholly owned subsidiary of the first clearing
member corporation and further provided that each clearing member must, in its own right, meet all
the conditions and requirements contained in this chapter.

(f) An Eligible Business Organization which is not a clearing member of this Exchange shall not be
prohibited from owning and controlling two clearing members, provided that each of the two .
clearing members is a 100% wholly-owned subsidiary of the Eligible Business Organization and
provided that each of the two clearing members meets all of the conditions and requirements
contained in this chapter in its own right. (05/04/0506/21/05


Ch2 Registration

companymanaging member or_a member of the board of managers; (or is-a person othenvise-a
fAember-with similar authority) of a limited liability company. Any failure to comply with this Regulation
may be referred to the Business Conduct Committee for possible disciplinary action. The Exchange
may grant the member firm a period of time in which to come into compliance with the requirements
for member firm status. The Business Conduct Committee may also determine whether such a
member firm is entitled to member transaction fees for any time period in which the firm fails to comply
with the requirements for member firm status. (04/04/0506/21/05)



June 24, 2005 FY 2: 26

Ms. Jean A. Webb

Secretary OFC. OF TE
Commodity Futures Trading Commission

Three Lafayette Center

1155 21 Street, N.W.

Washington, D.C. 20581

SECRETARIAT

Reference File # 2561.01
Rule Certification
Dear Ms. Webb:

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

- Amendments to various CBOT rules and regulations (in Rulebook Chapters 2, 4
and 7) as indicated in 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. Asa 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 reflect the second approval
accordingly, in the following areas:

- Appropriate modifications to the CBOT claims process;

- Provisions for Control Agreements for Class B memberships and Class A stock; (Control
Agreements will allow Class B memberships and Class A stock to be pledged as security
for the financing of membership purchases and to secure other Exchange-related
obligations.) and

- The continuing requirement that firms maintain specified Class A stock as well as Class
B memberships for member firm registration purposes.


(e)

(fy

(9)

(h)

Ch2 Purchase and Sale or Transfer of Membership

spouse, parent, sibling, child, grandparent, grandchild, aunt, uncle or in-laws), or a decedent's
membership within the same family, , on a temporary or permanent basis, pursuant to
procedures and conditions established by the Exchange, including any required deposits or
clearing firm guarantees, provided such transferee is approved for the appropriate
membership status.

Sale by Legal Representative -

The membership of a deceased member or a member who has been adjudicated incompetent
may be sold by his legal representative pursuant to procedures and conditions established by
the Exchange.

Exchange of Memberships -

Members may exchange certain series of B memberships for certain other series of B
memberships, either directly or indirectly, pursuant to procedures and conditions established
by the Exchange, including any required deposits or clearing firm guarantees.

Transfer to a Trust -

(i) A member or a member's personal representative (including his or her agent under a
durable power of attorney) may transfer his or her membership to a trust of which the
member is a grantor, pursuant to procedures and conditions established by the
Exchange, if: (A+) while the member is living and competent, the member is the sole
trustee of the trust, (B2) the member retains the right to revoke the trust during his or her
life, and (C3) all beneficiaries of the trust are members of the grantor's family who would
be eligible for a family transfer from the grantor pursuant to section (d){i) of this
regulation.

(ii) A trust shall take the membership subject to all of the rules of the Exchange, including
Rules 230.00 and 252.00; however, Rule 252.00 shal! not apply to the transfer of a
membership to a trust wherein the member/grantor is the trustee. The transfer of a
Series B-3 (GIM) membership to a trust wherein the member/grantor is the trustee shall
not count toward the two consecutive assignments specified in Rule 296.00(a4).

(iii) The interests in the membership that inure to the beneficiaries of the trust shall be subject
to all of the rules of the Exchange; the Exchange's rights with respect to the membership
shall be superior to those of the beneficiaries; and the Exchange shall have no liability to
the beneficiaries of the trust in the event of the mishandling of the trust assets by the
trustee.

(iv) The trustee (and any successor), if not already a member, shall be required to qualify for
membership and satisfy the requirements of Chapter 2 of these Rules and Regulations.

(v) The grantor’s liability to the Exchange under Rule 209.00 shall continue with respect to
any claim arising out of an act or omission occurring prior to such transfer, and the
membership will continue to be treated as the asset of the grantor for the purposes of
Rule 209.00 and for otherwise meeting any obligations to the Exchange arising out of the
grantor's use of the membership prior to the transfer to the trust, including fines imposed
with respect to conduct occurring prior to the transfer.

(vi) A member/grantor, who is the sole trustee of a trust to which he has transferred his
membership, may temporarily transfer the trading rights and privileges of his membership
to a member of his same family, as defined in paragraph (d){i) abovepursuantte-the

lei f fs .

(vii) A membership held in trust may not be registered for member firm privileges, unless it is
a self-owned registered membership and the member complies with procedures and
conditions established by the Exchange.

(viii) The transfer shall be revoked and the membership shall revert to the transferor upon
Official notice to the Exchange that the trust has been revoked.

Notice of Membership Sale or Transfer and Filing Claims —
(i) On the first and sixteenth calendar day of each month (or if the first or sixteenth is not a


(c)

(a)

(ii)

(iii)

(iv)

(v)

(vi)

Ch2 Purchase and Sale or Transfer of Membership

A member firm may own a Series B-1 (Full) or Series B-2 (Associate) membership which
is in the name of a an-individual berCneminee”},-nominee, provided that (Ai) the
nominee is a principal or employee of such member firm; and-(Bii) the membership is
registered on behalf of such member firm;_and (C) the appropriate number of shares of
Class A common stock of CBOT Holdings is registered on behalf of such member firm, in
each case, pursuant to Rule 230.00, except as otherwise provided in Rule 230.00 or
Regulation 221.09. Additionally, a member firm may own Series B-3 (GIM), Series B-4
(IDEM), and Series B-5 (COM) memberships which are in the names of nominees who
are principals or full-time employees of such firm, or which memberships may be
delegated pursuant to Regulation 221.09. However, no Series B-3 (GIM), Series B-4
(IDEM), or Series B-5 (COM) membership may be registered on behalf of a member firm.

A member firm may terminate a nominee's right to exercise the rights and privileges of a
firm-owned membership at any time. in that event, the nominee's right to exercise the
rights and privileges of that membership terminates immediately and automatically. If a
nominee wrongfully exercises any right or privilege of membership after termination, the
member firm shall remain responsible for that nominee’s liabilities and actions arising
from such exercise until the member firm provides written notice of the termination to the
Exchange and such notice has been made available to the membership.

A member firm that owns a membership may substitute one nominee for another
nominee who is a principal or employee of the member firm, or of another member firm
as permitted by paragraph (iv)(Bb) below or Rule 230.00, pursuant to the procedures and
conditions established by the Exchange, including any required deposits or clearing firm
guarantees.

(Aa) In the event that a member firm that owns a membership is acquired by another
member firm through the purchase of 100% of the partnership or limited liability company
property or corporate stock, the acquiring member firm may substitute one of its own
principals or employees as the nominee with the right to exercise the rights and privileges
of the membership, pursuant to the procedures and conditions established by the
Exchange, including any required deposits of clearing firm guarantees.

(Bb) A member firm that owns a membership may substitute, as the nominee, a principal
or employee of another member firm which is its wholly-owned subsidiary, a parent entity
which owns 100% of the member firm, or a sister entity that is 100% owned by its parent
entity, pursuant to the procedures and conditions established by the Exchange, including
any required deposits or clearing firm guarantees.

(Ce) Each substitution described in paragraphs (iv)(Aa) and (iv)(Bb) above, with respect
to a Series B-3 (GIM) membership, shall count toward the two consecutive assignments
specified in Rule 296.00(a4).

A member firm shall be entitled to transfer a firm-owned membership, and to receive the
net proceeds from such transfer, or to substitute one nominee for another nominee, after
satisfaction of all claims against the nominee, and against the member firm, in
accordance with Rule 252.00.

The Exchange may discipline the member firm that owns the membership, or for which
the membership is registered, and the individual nominee, and may direct a sale of the
membership, for the acts or delinquencies of the member firm that owns the membership
or for which the membership is registered, and for the acts or delinquencies of the
individual nominee, in accordance with the Rules and Regulations of the Exchange.

Transfer by Member under Loan Agreement -

A member firm may advance the cost of membership to an employee pursuant to a loan
agreement, subject to any conditions that the Exchange may prescribe. Such an employee
may transfer his membership to another employee of the same member firm, pursuant to any
procedures and conditions established by the Exchange, including any required deposits.

Transfer within Family -

lt shall be permissible to transfer a membership between members of the same family (a


Ch2 Registration

associated-27,338 shares of Class A common stock of CBOT Holdings and one Series B-2
(Associate) membership and its—associated—10,000_ shares of Class A common stock of CBOT
Holdings..

A firm registered under Regulation 230.02, Category (1a), (1b), (2a) or (2b) may take up to eighteen
months from the date that it has designated a commodity pool or hedge fund for member transaction
fee treatment, pursuant to Regulation 450.02D, in which to acquire and complete registration of the six
memberships and 129,352 shares of Class A common stock of CBOT Holdings required for this
purpose. In order to initiate this designation process, the firm must have purchased or must have
registered on its behalf, at least one Series B-1 (Full) membership and its-asseciated-27,338 shares of
Class A common stock of CBOT Holdings and one Series B-2 (Associate) membership and its
asseciated-10,000 shares of Class A common stock of CBOT Holdings.

Until such time as the six-membership/stock requirement has been met, the Category (3) member firm
and the qualified commodity poo! or hedge fund of Category (1a), (1b), (2a) and (2b) member firms will
continue to be charged exchange transaction fees at the non-member level. Once the
membership/stock requirements have—has_been completely satisfied, the Exchange will grant an
adjustment to the appropriate member fee level via a fee credit. This adjustment period will not
exceed eighteen months. If the member firm takes more than eighteen months to_-register-the
required seatsmeet the membership/stock requirement, the Exchange will grant an adjustment only for
the eighteen months immediately prior to cempletion-of meeting the registration-membership/stock
requirements. (05/04/0506/21/05)

230.06 Member Firm Status Upon Death or Withdrawal of Registered Member - Upon the
death or withdrawal of a member whose membership is registered on behalf of a member firm_or_a
nominee whose shares of Class A common stock of CBOT Holdings are registered on behalf of a
member firm, where such death or withdrawal would result in failure of the member firm to meet the
requirements of Rule 230.00, Rule 703.00, Regulation 230.02 or Regulation 230.05, the Exchange
may, upon application of the member firm, grant the member firm an extension of privileges under the
applicable Rules and Regulations for such period and under such conditions as the Exchange may fix.
Upon the death or withdrawal of a member whose membership is registered on behalf of a member
firm_or a nominee whose Class A common stock is registered on behalf of a member firm, the member
firm shall, within five business days of such death or withdrawal, notify the Exchange of the departure
of its-registered-member_nominee. Failure to comply with the provisions of this Regulation shall be

referred to the Business Conduct Committee, for possible disciplinary action. 1063
(04/04/0506/21/05)
230.07 Primary Clearing Member Permission for Member Registration - A member may

register his or her membership and shares of Class A common stock of CBOT Holdings for an
member firm under Rule 230.00, if that member firm is not his or her Primary Clearing Member, only if
he or she has written permission to do so from his or her Primary Clearing Member. Such written
permission of the Primary Clearing Member must be filed with the Member Services Department.

(04104405)06/2 1/05

230.11 Discipline of Partners or Members of Limited Liability Companies - A member of the
Exchange who is a general partner of a member firm is liable to the same discipline and penalties for
any act or omission of said firm as for his or her own personal act or omission, but the Regulatory
Compliance Committee may, in its discretion, by a vote of not less than two-thirds of its members
present, relieve him or her from the penalty therefor.

A member of the Exchange who is also a mermabermanaging member or a member of the board of
managers (or a person a-member-with similar_authority) of a timited liability company which is a
member firm is liable to the same discipline and penalties for any act or omission of said firm as for his
or her own personal act or omission, but the Regulatory Compliance Committee may, in its discretion,
by a vote of not less than two-thirds of its members present, relieve him or her from the penalty
therefor. 1076 (94/04/0506/21/05)

230.17 Changes in Organization - A member firm must notify the Exchange prior to any change
in its organizational structure. Organizational changes shall include, but not be limited to: i) a
corporation, limited liability company, general partnership, limited partnership or sole proprietorship
which is dissolved or which changes to another form; ii) a merger or acquisition involving the member
firm; or iii) replacement of any general partner of a partnership_or_—-member-of-any—imitediability

204


Ch2 Applicants

The-Coi 5 : e
Electi f )- members: b begit two-year-term
" bered. and-eight b vill-b tv fe odd-numbered

¥
il|-select-its-Chairman-and Vice-Chairman—The-Chairman-of this Committeo- wil



Ch2 Purchase and Sale or Transfer of Membership

whose membership is transferred, or to his legal representatives, upon the execution by him or
them of any releases required by the Exchange.

(e) 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.

(ii2) 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.

iii3) 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.

(f) 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)(iii3), (a)(iv4) or (a)(vS) above, as applicable.

(g) 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.

(h) | 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. (05/04/0506/21/05)

252.01 Control Agreements

A member or applicant for membership may enter into a Control Agreement, in order to grant
control of the disposition of such member’s or applicant’s membership(s) in the Exchange
and/or shares of Class A common stock of CBOT Holdings to a secured party in order to
secure the payment or performance of certain obligations of the applicant or member to the
secured party resulting from financing provided by the secured party to the applicant or
member for the purchase of a membership in the Exchange and for other obligations of the
applicant or member arising under the Exchange’s charter, bylaws, rules and regulations.

A Control Agreement is only effective if executed in the form prescribed by the Exchange
signed by the applicant or member, the secured party, CBOT Holdings and the CBOT, and
filed with the Department of Member Services. The applicant or member may not revoke or
terminate a Control Agreement without the written consent of the secured party. (06/21/05)

296.00 Transfer Restrictions on Series B-3 (GIM) Memberships —Upern-the-Exchange's
demutualization;-eEach Series B-3 (GIM) membership shall be subject to the restrictions, conditions
and limitations set forth below.

(a4) Non-Transferred Series B-3 (GIM) Memberships. Except as otherwise provided below, a


Ch4 Transfer Trades/Exchange Service Fees

Chapter 4
Futures Commission Merchant

Ch4 Transfer Trades/Exchange Service Fees
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 lea e i
behalf thereby qualifying for delegate fee ‘treatment (ie., the applicable ‘member firm fee ‘plus the
applicable delegate fee) with respect to its transactions on the Exchange: if a Series B-1 (Full)
membership, leased in the name of one of its principals or employees, has en registered on behalf
of such member firm affiliate, and 27,338 shares of Class A common stock of CBOT Holdings are
either registered or pledged on its behalf pursuant to procedures established by the Exchange; or (2)
ifa Series B-2 (Associate) membership, leased in the name of one of its principals or employees, has
been registered on behalf of such member firm affiliate, and 10,000 shares of Class A common stock
of CBOT Holdings are either registered or pledged on its behalf pursuant to 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 to
make its member firm affiliate eligible for member firm transaction fee treatment. A non-qualifying
membership may not be designated for more than one member firm affiliate at any given time. _A
member firm affiliate, for which a non-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 pledged
on its behalf pursuant to procedures established by the Exchange, 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 on its behalf pursuant to procedures established 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) mMemberships and
129,352 shares of Class A common stock of CBOT Holdings registered on its behalf, including any Series
B-1 (Full) mMemberships and shares of Class A common stock of CBOT Holdings required for its own



Chapter 2
Membership

Ch2 Applicants

202.01A Investor Application -— Any individual who wishes to acquire a membership for
investment purposes only (and not for purposes of changing or influencing control of the CBOT or its
affiliates) shall file an investor application as prescribed by the Exchange. The name of the individual
investor applicant will be posted and made available to the membership in accordance with the
provisions of Rule 201.00. The application will be subject to approval by the Chairman of the
Membership Committee or, upon delegation by the Chairman, the Member Services Department. The
power to deny such an application is expressly reserved to the Regulatory Compliance Committee.
An individual who is approved as an investor and who subsequently wishes to engage in trading
activities on the Exchange will be subject to filing and approval of a membership application as
prescribed by the Exchange. (95/04/0506/21/05)

206.02 Gratuities - No member of the Association—_Exchange shall employ any employee of the
AssociationExchange or of the Clearing Services Provider, for any service outside the hours of
regular employment by the Asseeiation-Exchange or such Clearing Services Provider, without having
first obtained the approval of the President of the Exchange or of the Clearing Services Provider, as
the case may be, and registering therewith the name of said employee, the nature of the services
rendered, and the amount of said compensation.

No member shall give any compensation or gratuity to an employee of the Clearing Services Provider
unless the giving of such compensation or gratuity be first submitted in writing to the Clearing Services
Provider and approved.

No member, member firm or employee thereof shall directly or indirectly give or offer to give any
compensation or gratuity in excess of $250 (or having a reasonable aggregate value in excess of
$250) per person per year to any employee of the Asseciation-Exchange. Employees of the
Association-Exchange are forbidden to accept any compensation or gratuity in excess of $250 from
any member, member firm or employee thereof for any service rendered or to be rendered unless the
giving of such compensation or gratuity be first submitted in writing to the President and approved. A
gift of any kind is considered a gratuity.

No member, member firm or employee thereof, shall give or offer to give gratuities to any other
member, member firm or employee thereof in an amount exceeding that which may be considered
reasonable and proper under normal business practices as determined by the Business Conduct
Committee. The giving or offering to give gratuities to a member, member firm or employee thereof is
not to become a vehicle to obtain Exchange related business in a non-competitive fashion. Failure to
comply with this Regulation may be deemed an act detrimental to the interest or welfare of the
Association Exchange. (04/04/0406/21/05)

209.00 Indemnification of Exchange - In any legal proceeding brought against the Exchange and
and/or any of its affiliates, including CBOT Holdings, Inc., alleging its failure to prevent, detect or
require certain conduct of a member or member firm, which conduct or inaction is alleged to be in
violation of any law or of the Rules and Regulations of the Exchange, such member or member firm
shall indemnify and hold the Exchange and/or any of its affiliates, including CBOT Holdings, Inc..
harmless for the full amount of any expense (including attorneys’ fees), judgment or settlement paid by
it in respect to such proceeding. 134 (04/04/0506/21/05)

209.05 Membership In OneChicago, LLC —- Each holder of a Series B-1 (Full), Series B-2
(Associate), Series B-3 (GIM), Series B-4 (IDEM) or Series B-5 (COM) membertrading-privileges
membership is a member of OneChicago, LLC, and to the extent provided in OneChicago rules,
becomes bound by OneChicago rules and subject to the jurisdiction of OneChicago by accessing or
entering any order into the OneChicago System. (95/04/0506/21/05)

215.00 Deleted

245.00 Series B-2-{A jate} Members: itt Th iL
B2HA



Ms. Jean A. Webb
June 24, 2005
Page Two

The referenced amendments also include several “housekeeping” changes for purposes of
updated and consistent terminology.

The CBOT intends to implement the referenced amendments no sooner than one day after the
Commission’s receipt of this submission.

There were no opposing views concerning these amendments.

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

Sincerely,

Paul J. Draths
Vice President and Secretary

B062105


Ch2 Purchase and Sale or Transfer of Membership

business day on the following business day) (“notice days”), the Exchange shall make
available to the membership a notice listing the following claims events; each sale,
transfer or exchange of a membership;—inchiding—a—temporary—t fer. pi tt

4h ; each termination or expiration of a delegation agreement,
each termination of the nomination of an individual to exercise the rights and privileges of
a membership that is owned by a member firm, and each termination of registration of a
membership on behalf of a member firm, whether individually-owned or firm-owned, that
occurred during the period beginning on the preceding notice day and ending on the
business day preceding the current notice day.

(ii) A member or member firm, to establish his or its claim and to become entitled to his or its
tights under Rule 252.00 to share in the proceeds of a membership_and any associated
shares of Class A common stock of CBOT Holdings as provided therein, must file a
statement of claim by no later than the business day immediately preceding the notice
day that follows the notice day on which the Exchange provides notice of the relevant
claims event to the membership. The Exchange shall hold the proceeds from the sale of
a membership and any associated shares of Class A common stock of CBOT Holdings
until such time as the relevant claims period has run and/or any disputed claims have
been resolved. (06/04/0506/21/05)

250.01 Sale and Transfer of Membership and Continuing Jurisdiction - A member (or his
legal representative) desiring to sell his membership shall deliver to the Department of Member
Services a signed authorization of sale, in the form prescribed by the Exchange. The member must
also deliver to the Department of Member Services a signed consent to jurisdiction in the form
prescribed by the Exchange before his authorization of sale will be accepted. With respect to the sale
of a firm-owned membership, the consent to jurisdiction must be signed by the last nominee and, if the
sale would terminate the firm's member firm status, a consent to jurisdiction must also be executed on
behalf of the firm.

The Exchange shall continue to have jurisdiction with respect to members and member firms for a
period of five years after the termination. of such individuals’ or firms’ membership status, whether or
not such members or member firms have signed a consent to jurisdiction. Each such individual and
firm:

- Remains responsible for any violations of Exchange rules and regulations committed while
a member or member firm; and

- Agrees to have any disputes which arose while a member or member firm and which relate
to or arose out of any transaction upon the Exchange or membership in the Exchange,
resolved in accordance with Exchange rules and regulations.

The Exchange may retain, in its discretion, some or all of the proceeds from the sale of a membership
and any associated shares of Class A common stock of CBOT Holdings, as defined in Rule 252.00, until
the conclusion of any potential or pending disciplinary matter against the member or member firm, of
which the Exchange is aware or becomes aware prior to the distribution of such proceeds.
(05/04/0506/21/05)

251.00 Membership Transfer - All purchases or sales of memberships privileges-shall be made
pursuant to Regulations adopted by the Exchange and no commission or other compensation for
services in connection with the purchase or sale of a membership in the Exchange shall be paid. 127
(04/01/05)

251.01 Member Under Investigation - No member may transfer his membership privileges-by
intra-family transfer under Regulation 249.01(d) and no member firm may transfer a firm-owned
membership from one member employee to another employee under Regulation 249.01(b), unless the
approval of the Regulatory Compliance Committee is first secured, when the member is under
investigation by the Exchange or when disciplinary charges have been filed against him or when he is
under suspension for causes other than default, insolvency, or non-payment of assessments or dues.
1835 (04/01/05)

252.00 Proceeds of Membership and Class A Common Stock -


Ch2 Purchase and Sale or Transfer of Membership

holder of a Series B-3 (GIM) membership that-has-not-been-sold-of-tran:

Exchange's demutualization-_as of April 22, 2005 (“Non-Transferred Series B-3 (GIM)
membership”) may continue as a Series B-3 (GIM) membership holder fellewing-the
demutualization-with all the privileges and obligations such membership entails. However, in
the event that any Non-Transferred Series B-3 (GIM) membership is sold or transferred on or
after the-Exchange’s-dermtualizationApril 22, 2005, such Non-Transferred Series B-3 (GIM)
membership shall be treated as a Transferred Series B-3 (GIM) membership (as defined in
clause (2) below). This limitation shall not apply when (i) the transferor is the estate of a
deceased Non-Transferred Series B-3 (GIM) membership holder and the transferee is the
decedent’s spouse and (ii) the Non-Transferred Series B-3 (GIM) membership has not already
been transferred pursuant to this sentence.

Furthermore, a member firm may assign any Series B-3 (GIM) membership that it owns to two
consecutive nominees following the nominee who was assigned such membership as of
January 21, 1986, and still retain the status of such membership as a Non-Transferred Series
B-3 (GIM) membership.

(b2) Transferred Series B-3 (GIM) Memberships. Non-Transferred Series B-3 (GIM) memberships
that have been sold or transferred on or after the-Exehange’s-demutualizationApril 22, 2005 in
a manner other than as permitted in clause (1) above (collectively, “Transferred Series B-3
(GIM) memberships”) shall not be permitted to exercise the trading rights and privileges
associated with the Series B-3 (GIM) memberships.

None of the foregoing shall preclude the holders of Transferred Series B-3 (GIM) memberships or
Non-Transferred Series B-3 (GIM) memberships from exercising their right to convert two Series B-3
(GIM) memberships into one Series B-2 (Associate) membership in accordance with the terms of
Article IV D.3 of the Exchange's Certificate of Incorporation. (95/04/05)