(f) 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: (1) while the member is living and
competent, the member is the sole trustee of the trust, (2) the member retains
the right to revoke the trust during his or her life, and (3) 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 (cd) of this regulation.

ee

(g) Notice of Membership Sale or Transfer and Filing Claims —

(i)

(ii)

The Exchange shall make available to the membership a notice listing the
following claims events: each sale, transfer or exchange of a membership,
each termination or expiration of a delegation agreement; cach revocation of
a_temporary family transfer: 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.

A member or member firm, to establish his or its claim and to become
entitled to his or its rights 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 with the Member
Services Department within 20 days after the Exchange makes notice
available to the membership of the relevant claims event. However, the
Board may determine to extend this period, in its discretion, based upon the
circumstances of a particular claims event. The Exchange shall hold the
proceeds from the sale, transfer or other disposition 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. Members and member firms may not assert claims against
such proceeds to the extent that such claims result from conduct that occurred
subsequent to the sale, transfer or other disposition of the membership and
any associated shares of Class A common stock of CBOT Holdings.

(iii) When a claim has been filed, the Exchange will forward a copy of the claim

to the selling or transferring member who will be given the opportunity to file
a written response to the claim. If the selling or transferring member disputes
the claim, his written response will be forwarded to the claimant who will be

given an opportunity to reply.

(iv) Only in those instances where the total amount of the claims exceed the

amount of the proceeds, each claimant will be given the names of the other



Rute 230.00-or Regulation 230.03) may file claims pursuant to Regulation 249.01(g). The
member entering into a delegation agreement shall be responsible for the payment of
those claims allowed by the Exchange and not satisfied promptly by the delegate (or the
e-ebetmember-firm-er-member firm affiliate, if applicable), but only to the extent of the
value of the Series B membership so delegated (and the lessor’s shares of Class A
c€ommon stock of CBOT Holdings if, and only to the extent that, such shares are
registered for ax-e-chot menrber-frntorathe member firm affiliate under Rute 230-00-oF
Regulation 230.03-);

230.02 Registration of Memberships and Class A Shares for a Member Firm

An individual desiring to register a membership and/or shares of Class A common stock of CBOT
Holdings in order to qualify an eligible business organization as a member firm under Rule 230.00, and an
eligible business organization seeking to qualify as a member firm, shall submit applications in the forms
designated by the Exchange. The categories of member firms and the numbers of memberships and/or
numbers of shares of Class A common stock of CBOT Holdings that must be registered on behalf of a
member firm in each category are listed below. Only shares of Class A common stock that are
maintained in an account with the CBOT Holdings transfer agent may be registered for a

firm.

koe Re

230.07 Member Firm Status Upon Death or Withdrawal of Registered Member
- A member firm shall notify the Exchange in writing within five business days of the
death or termination of employment of a nominee in whose name a firm-owned
membership is registered. If such death or termination would result in failure of the
member firm to meet the requirements of Rule 230.00 or 703.00, or Regulation 230.02, in
its current category of membership. and the member firm ires to remain in such
category of membership. it shall transfer such firm-owned membership into the name of
another nominee, pursuant to Regulation 249.01(b), within thirty (30) days of such death
or termination. The Exchange may, upon application of the member firm, grant the
member firm an extension of privileges in such category of membership for such period
and under such conditions as the Exchange may prescribe.

Upon the sale of shares of Class A common stock of CBOT Holdings that are registered
on behalf of a member firm, where such sale would result in failure of the member firm
to meet the requirements of Rule 230.00 or 703.00, or Regulation 230.02, in its current
category of membership, the member firm shall immediately notify the Exchange of such
sale, and member firm privileges in such category of membership shall terminate
immediately upon such sale. Failure to comply with the provisions of this Regulation
may be referred to the Business Conduct Committee, for possible disciplinary action.

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

ek OK *


claimants and, upon request, will be informed of the amounts of the other
claims, the general basis for such claims, and whether or not the selling or
transferring member has disputed such claims. However, a claimant will not
be given access to copies of the claims of other claimants or the written
responses thereto of the selling or transferring member. _In such instances, a
claimant will be permitted to file written information relevant to the claims of
other claimants, which will be forwarded to the selling or transferring
member and the relevant other claimants who will be given an opportunity to

respond.

(v)_The Board shall review all written documentation submitted in support of, or
in response to, a disputed claim, and shall determine whether to allow such claim under
Rule 252.00. Neither a claimant nor the selling or transferring member will have a right
to personally appear before the Board in connection with the Board’s consideration of a
disputed claim. However, the Board may, in its discretion, refer any such dispute to the
Arbitration Committee without regard to the member to member statute of limitations set

forth in Regulation 600.01.

251.01 Member Under Investigation - No member may transfer his membership by
intra-family transfer under Regulation 249.01(c) and no member firm may transfer a
firm-owned membership from one member—empleyeenomince to another employee
nominee 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.

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
(1) all vestrieted shares-of Class steck-of CBOF-Heldings-associated
with each of sacl Hess-ofhelder) all shares

A common stock, Si s A-3 of CBOT
Holdings associated with cach of such member hips (regardless of
holder): and (2) and all restricted and unrestricted shares of Class A common stock
of CBOT Holdings registered on behalf of, or which qualify, CBOT Clearing
Members, member firms, member firm affiliates and designated passive investor
entities under Rule 230.00 or Regulation 230.02 or 230.03, and the proceeds
thereof for the purpose of securing such member’s~, member firm’s=, 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.



July 20, 2006 cart 90 ELM

Ms. Eileen A. Donovan

Acting Secretary

Commodity Futures Trading Commission
Three Lafayette Center

1155 21" Street, N.W.

Washington, D.C. 20581

Reference File # 2700.01
Rule Certification
Dear Ms. Donovan:

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

- Amendments to Rules and Regulations 201.00, 221.00, 230.02, 230.07, 249.01,
251.01 and 252.00 per the attached texts (additions underlined; deletions
struck through).

The referenced amendments address various membership-related provisions as summarized
below.

- Revised Rule 201.00 establishes a simplified membership application requirement for
nominees on firm-owned memberships who will not trade on the Exchange Floor or
exercise on the Chicago Board Options Exchange (CBOE);

- Revised Rule 221.00 clarifies the limits of lessors’ claims liabilities with respect to Class
A shares of CBOT Holdings, Inc. and CBOE Exercise Right Privileges;

- Revised Regulation 230.02 codifies that Class A shares of CBOT Holdings, Inc. must be
maintained in an account with the Company’s transfer agent in order to be registered for
a member firm;

- Revised Regulation 249.01 codifies revised procedures for the processing of claims
against membership sale proceeds in cases where claims are disputed and/or where

claims exceed available proceeds; and

- Revised Rule 252.00 clarifies the scope of claims which are allowable against
membership sale proceeds.

The amendments to Regulation 230.07 and 251.01 are non-substantive housekeeping changes.


(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:

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

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

(3) THIRD, the payment to such member's Primary Clearing Member
or Members, as specified in Regulation 207.01, of all claims filed under
Regulation 249.01(2) for trading losses of such member arising out of
transactions on the Exchange, and which claims have been allowed by the
Exchange. Any such indebtedness shall be paid first to the Primary Clearing
Member who most recently qualified the member prior to the transfer, and
any such indebtedness owed to former Primary Clearing Members shall be
paid in reverse chronological order of the revocation of authorization
pursuant to Regulation 207.01(c) (most recent debt first). However, any
such indebtedness which was incurred prior to April 26, 2006 shall be paid in
chronological order of the revocation of authorization (oldest debt first).

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

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

(6) SIXTH, the payment to members and member firms of all claims
filed under Regulation 249.01(g) otherwise arising from transactions-or
business the-Exehanse-orine a if bership +
Exehange transactions on the Exchange or debts related to the conduct of
business on the Exchange as a broker, trader or futures commission merchant,
and which claims have been allowed by the Exchange.



July 20, 2006
Ms. Eileen A, Donovan
Page Two

The CBOT intends to implement these amendments 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
rules thereunder.

Sincerely,

Paul J. Draths
Vice President and Secretary

b071806


Additions underlined; Deletions struckthrouch.

201.00 Application for Membership - Each application for membership shall be in
writing, on a form prescribed by the Exchange, and shall be filed with the Exchange. The
Exchange may investigate AH applicants for membership shaH-be-nvestigatec-as to the
representations contained in the application. Upon receipt of the application for
membership, the Secretary shall, within fifteen days thereafter, make available to the
membership the name of the applicant.

The Exchange may permit _an individual to file a shortened membership application if
he/shcAnyindividtia}ahe- wishes to acquire a membership for investment purposes only
(and not for purposes of changing or influencing control of the CBOT or its affiliates).
and will not engage in any trading activities on the Exchange. The Exchange may also
permit an individual to file _a_shortencd_ membership application if he/she will be a
nominee with respect to a qualifying membership owned by a member firm pursuant to
Rule 230.00, but only if he‘she will not trade on the Floor of the Exchange, and will not
apply to become a regular member of CBOE pursuant to Article Fifth(b) of 7 BOE’s
Certificate of Incorporation, as described in Rule 210.00. shatHitea stomp peat

s-_preseribed_by-thetxchange. 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 Jong form membership application as prescribed by the
Exchange. If a nominee, as described above, subsequently wishes to trade on the Floor of
the Exchange, or to apply to become a regular member_of CBOE pursuant to Article
Fifth(b), such nominee must file a long form membership application.

221.00 Delegation

(c) (1) The member shall remain liable for an amount up to, but not in excess of,
the value of the menrbertrading sightsScrics B membership being delegated (and 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-chot-memberfrt-ora member firm affiliate
under Rule230.00-0r Regulation 230.03) for the debts, acts and delinquencies of the
delegate (or the e-ebot-membertira-ormember firm affiliate, if applicable) arising from
the use by the delegate's-ase (or the member firm affiliate, if applicable) of the member
trading +iehtsSerics B membership. The membertrading sightsScries B membership so
delegated (and the 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-chet membertinm-or
member firm affiliate for which the leased seat_and, if applicable. the lessor’s shares of
Series A common stock of CBOT Holdings hayes been registered pursuant to