<PAGE>







                        CHICAGO MERCANTILE EXCHANGE INC.

                                       and


                          MELLON INVESTOR SERVICES LLC

                                  Rights Agent





                                Rights Agreement

                            Dated as of March 7, 2001

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                                TABLE OF CONTENTS

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Section 1.  Certain Definitions...................................................................................1

Section 2.  Appointment of Rights Agent...........................................................................5

Section 3.  Issue of Rights Certificates..........................................................................5

Section 4.  Form of Rights Certificates...........................................................................9

Section 5.  Countersignature and Registration....................................................................10

Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated,
         Destroyed, Lost or Stolen Rights Certificates...........................................................11

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights........................................12

Section 8.  Cancellation and Destruction of Rights Certificates..................................................13

Section 9.  Reservation and Availability of Capital Stock........................................................14

Section 10.  Preferred Stock Record Date.........................................................................15

Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights.........................16

Section 12.  Certificate of Adjusted Purchase Price or Number of Shares..........................................23

Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning......................................23

Section 14.  Fractional Rights and Fractional Shares.............................................................25

Section 15.  Rights of Action....................................................................................27

Section 16.  Agreement of Rights Holders.........................................................................27

Section 17.  Rights Certificate Holder Not Deemed a Stockholder..................................................28

Section 18.  Concerning the Rights Agent.........................................................................28

Section 19.  Merger or Consolidation or Change of Name of Rights Agent...........................................29

Section 20.  Duties of Rights Agent..............................................................................30
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                                       i
<PAGE>

<TABLE>
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Section 21.  Change of Rights Agent..............................................................................32

Section 22.  Issuance of New Rights Certificates.................................................................32

Section 23.  Redemption and Termination..........................................................................33

Section 24.  Exchange............................................................................................34

Section 25.  Notice of Certain Events............................................................................35

Section 26.  Notices.............................................................................................36

Section 27.  Supplements and Amendments..........................................................................37

Section 28.  Successors..........................................................................................37

Section 29.  Determination and Actions by the Board of Directors, etc............................................37

Section 30.  Benefits of this Agreement..........................................................................38

Section 31.  Severability........................................................................................38

Section 32.  Governing Law.......................................................................................38

Section 33.  Counterparts........................................................................................38

Section 34.  Descriptive Headings................................................................................39
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                                       ii
<PAGE>

                                RIGHTS AGREEMENT

                  RIGHTS AGREEMENT, dated as of March 7, 2001 (the "Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent").


                              W I T N E S S E T H:

                  WHEREAS, on March 7, 2001 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared dividend
distributions of one Class A Right (as hereinafter defined) for each share of
Class A Common Stock (as hereinafter defined), one Class B-1 Right (as
hereinafter defined) for each share of Series B-1 Stock (as hereinafter
defined), one Class B-2 Right (as hereinafter defined) for each share of Series
B-2 Stock (as hereinafter defined), one Class B-3 Right (as hereinafter defined)
for each share of Series B-3 Stock (as hereinafter defined), and one Class B-4
Right (as hereinafter defined) for each share of Series B-4 Stock (as
hereinafter defined), outstanding at the Close of Business on March 15, 2001
(the "Record Date"), each Class A Right, Class B-1 Right, Class B-2 Right, Class
B-3 Right and Class B-4 Right, initially representing the right to purchase one
one-thousandth of a share, 1,800 one-thousandths of a share, 1,200
one-thousandths of a share, 600 one-thousandths of a share and 100
one-thousandths of a share, respectively, of Series A Junior Participating
Preferred Stock of the Company having the rights, powers and preferences set
forth in the form of the Certificate of Designation attached hereto as Exhibit
A, upon the terms and subject to the conditions hereinafter set forth (the
"Class A Rights", the "Class B-1 Rights", the "Class B-2 Rights", the "Class B-3
Rights" and the "Class B-4 Rights" respectively and collectively, the "Rights"),
and has further authorized the issuance of one Class A Right, one Class B-1
Right, one Class B-2 Right, one Class B-3 Right and one Class B-4 Right,
respectively, (as such numbers may hereinafter be adjusted pursuant to the
provisions of Section 11(p)) for each share of Class A Common Stock, Series B-1
Stock, Series B-2 Stock, Series B-3 Stock and Series B-4 Stock, respectively,
issued between the Record Date (whether originally issued or delivered from the
Company's treasury) and the earlier of the Distribution Date and the Expiration
Date (as such terms are hereinafter defined) or, in certain circumstances
provided in Section 22, after the Distribution Date;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

                  SECTION 1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the following terms have the meanings indicated:

                  (a) "Acquiring Person" shall mean any Person who or which,
         together with all Affiliates and Associates of such Person, shall be
         the Beneficial Owner of (A) 15% or more of the shares of Class A Common
         Stock then outstanding or (B) shares of Class B Common Stock
         representing, in the aggregate, 15% or more of the total number of
         votes entitled to be cast generally by the Class B Common Stock (other
         than in an election of directors or with respect to Core Rights (as
         hereinafter defined)) of Class B Common

<PAGE>

         Stock then outstanding, or (C) shares of Common Stock representing,
         in the aggregate, 15% or more of the total number of votes entitled
         to be cast generally by the Common Stock then outstanding, but shall
         not include (i) the Company, (ii) any Subsidiary of the Company,
         (iii) any employee benefit plan of the Company or of any Subsidiary
         of the Company, (iv) any Person organized, appointed or established
         by the Company for or pursuant to the terms of any such plan or (v)
         any Person who becomes the Beneficial Owner of shares that meet the
         requirements set forth in (A), (B) or (C) above as a result of a
         reduction in the number of shares of Common Stock outstanding due to
         the repurchase of shares of Common Stock by the Company such Person,
         after becoming aware that such Person has become the Beneficial
         Owner of shares that meet the requirements set forth in (A), (B) or
         (C) above (and without regard to which of (A), (B) or (C) has been
         met), becomes the Beneficial Owner of any additional shares of Class
         A Common Stock or Class B Common Stock (other than pursuant to a
         dividend or distribution paid or made by the Company on the
         outstanding Common Stock or pursuant to a split or subdivision of
         the outstanding Common Stock). Notwithstanding the foregoing, if the
         Board of Directors of the Company determines in good faith that a
         Person who would otherwise be an "Acquiring Person" (as defined
         pursuant to the foregoing provisions of this paragraph (a)) has
         become such inadvertently, and such Person divests as promptly as
         practicable a sufficient number of shares of Common Stock so that
         such Person would no longer be an "Acquiring Person" (as defined
         pursuant to the foregoing provisions of this paragraph (a)), then
         such Person shall not be deemed to be an "Acquiring Person" for any
         purposes of this Agreement.

                  (b) "Act" shall mean the Securities Act of 1933, as amended.

                  (c) "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Exchange Act.

                  (d) A Person shall be deemed the "Beneficial Owner" of, and
         shall be deemed to "beneficially own," any securities:

                           (i) which such Person or any of such Person's
                  Affiliates or Associates, directly or indirectly, has the
                  right to acquire (whether such right is exercisable
                  immediately or only after the passage of time) pursuant to any
                  agreement, arrangement or understanding (whether or not in
                  writing) or upon the exercise of conversion rights, exchange
                  rights, rights, warrants or options, or otherwise; PROVIDED,
                  HOWEVER, that a Person shall not be deemed the "Beneficial
                  Owner" of, or to "beneficially own," (A) securities tendered
                  pursuant to a tender or exchange offer made by such Person or
                  any of such Person's Affiliates or Associates until such
                  tendered securities are accepted for purchase or exchange, or
                  (B) securities issuable upon exercise of Rights at any time
                  prior to the occurrence of a Triggering Event, or (C)
                  securities issuable upon exercise of Rights from and after the
                  occurrence of a Triggering Event which Rights were acquired by
                  such Person or any such Person's Affiliates or Associates
                  prior to the Distribution Date or pursuant to Section 3(a) or
                  Section 22 (the "Original Rights") or pursuant to Section
                  11(i) in connection with an adjustment made with respect to
                  any Original Rights;

                                       2
<PAGE>

                           (ii) which such Person or any of such Person's
                  Affiliates or Associates, directly or indirectly, has the
                  right to vote or dispose of or has "beneficial ownership" of
                  (as determined pursuant to Rule 13d-3 of the General Rules and
                  Regulations under the Exchange Act), including pursuant to any
                  agreement, arrangement or understanding, whether or not in
                  writing; PROVIDED, HOWEVER, that a Person shall not be deemed
                  the "Beneficial Owner" of, or to "beneficially own," any
                  security under this subparagraph (ii) as a result of an
                  agreement, arrangement or understanding to vote such security
                  if such agreement, arrangement or understanding: (A) arises
                  solely from a revocable proxy given in response to a public
                  proxy or consent solicitation made pursuant to, and in
                  accordance with, the applicable provisions of the General
                  Rules and Regulations under the Exchange Act, and (B) is not
                  also then reportable by such Person on Schedule 13D under the
                  Exchange Act (or any comparable or successor report); or

                           (iii) which are beneficially owned, directly or
                  indirectly, by any other Person (or any Affiliate or Associate
                  thereof) with which such Person (or any of such Person's
                  Affiliates or Associates) has any agreement, arrangement or
                  understanding (whether or not in writing), for the purpose of
                  acquiring, holding, voting (except pursuant to a revocable
                  proxy as described in the proviso to subparagraph (ii) of this
                  paragraph (d)) or disposing of any voting securities of the
                  Company;

         PROVIDED, HOWEVER, that nothing in this paragraph (d) shall cause a
         Person engaged in business as an underwriter of securities to be the
         "Beneficial Owner" of, or to "beneficially own," any securities
         acquired through such Person's participation in good faith in a firm
         commitment underwriting until the expiration of forty days after the
         date of such acquisition.

                  (e) "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which banking institutions in the States of Illinois
         or New Jersey are authorized or obligated by law or executive order to
         close.

                  (f) "Class A Common Stock" shall mean the Class A Common
         Stock, par value $0.01 per share, of the Company.

                  (g) "Class B Common Stock" shall mean the Class B Common
         Stock, par value $0.01 per share, of the Company.

                  (h) "Close of Business" on any given date shall mean 5:00
         P.M., Chicago, Illinois time, on such date, PROVIDED, HOWEVER, that if
         such date is not a Business Day it shall mean 5:00 P.M., Chicago,
         Illinois time, on the next succeeding Business Day.

                  (i) "Common Stock" shall mean the Class A Common Stock and the
         Class B Common Stock, except that "Common Stock" when used with
         reference to any Person other than the Company shall mean the capital
         stock of such Person with the greatest

                                       3
<PAGE>

         voting power, or the equity securities or other equity interest
         having power to control or direct the management, of such Person.

                  (j) "Core Rights" shall have the meaning set forth in the
         restated certificate of incorporation of the Company.

                  (k) "Exchange Act" shall mean the Securities and Exchange Act
         of 1934, as amended, as in effect on the date of this Agreement.

                  (l) "Person" shall mean any individual, firm, limited
         liability company, corporation, partnership or other entity and shall
         include any successor (by merger or otherwise) of such entity.

                  (m) "Preferred Stock" shall mean shares of Series A Junior
         Participating Preferred Stock, par value $0.01 per share, of the
         Company, and, to the extent that there is not a sufficient number of
         shares of Series A Junior Participating Preferred Stock authorized to
         permit the full exercise of the Rights, any other series of preferred
         stock, par value $0.01 per share, of the Company designated for such
         purpose containing terms substantially similar to the terms of the
         Series A Junior Participating Preferred Stock.

                  (n) "Rights Certificates" shall mean the Class A Rights
         Certificates, the Class B-1 Rights Certificates, the Class B-2 Rights
         Certificates, the Class B-3 Rights Certificates and the Class B-4
         Rights Certificates.

                  (o) "Section 11(a)(ii) Event" shall mean the event described
         in Section 11(a)(ii).

                  (p) "Series B-1 Stock" shall mean the Class B Common Stock,
         Series B-1.

                  (q) "Series B-2 Stock" shall mean the Class B Common Stock,
         Series B-2.

                  (r) "Series B-3 Stock" shall mean the Class B Common Stock,
         Series B-3.

                  (s) "Series B-4 Stock" shall mean the Class B Common Stock,
         Series B-4.

                  (t) "Stock Acquisition Date" shall mean the first date of
         public announcement (which, for purposes of this definition, shall
         include, without limitation, a report filed pursuant to Section 13(d)
         under the Exchange Act) by the Company or an Acquiring Person that an
         Acquiring Person has become such.

                  (u) "Subsidiary" shall mean, with reference to any Person, any
         corporation or other entity of which an amount of voting securities
         sufficient to elect at least a majority of the directors of such
         corporation or other entity is beneficially owned, directly or
         indirectly, by such Person, or otherwise controlled by such Person.

                  (v) "Triggering Event" shall mean a Section 11(a)(ii) Event or
         any Section 13 Event.

                                        4
<PAGE>

                  In addition, for purposes of this Agreement, the following
terms have the meanings indicated in specified sections of this Agreement: (i)
"Adjustment Shares" shall have the meaning set forth in Section 11(a)(ii); (ii)
"Class A Rights" shall have the meaning set forth in the recital of this
Agreement; (iii) "Class B-1 Rights" shall have the meaning set forth in the
recital of this Agreement; (iv) "Class B-2 Rights" shall have the meaning set
forth in the recital of this Agreement; (v) "Class B-3 Rights" shall have the
meaning set forth in the recital of this Agreement; (vi) "Class B-4 Rights"
shall have the meaning set forth in the recital of this Agreement; (vii) "Class
A Rights Certificates" shall have the meaning set forth in Section 3(a); (viii)
"Class B-1 Rights Certificates" shall have the meaning set forth in Section
3(a); (ix) "Class B-2 Rights Certificates" shall have the meaning set forth in
Section 3(a); (x) "Class B-3 Rights Certificates" shall have the meaning set
forth in Section 3(a); (xi) "Class B-4 Rights Certificates" shall have the
meaning set forth in Section 3(a); (xii) "common stock equivalents" shall have
the meaning set forth in Section 11(a)(iii); (xiii) "current market price" shall
have the meaning set forth in Section 11(d)(i); (xiv) "Current Value" shall have
the meaning set forth in Section 11(a)(iii); (xv) "Distribution Date" shall have
the meaning set forth in Section 3(a); (xvi) "equivalent preferred stock" shall
have the meaning set forth in Section 11(b); (xvii) "Exchange Ratio" shall have
the meaning set forth in Section 24(a); (xviii) "Expiration Date" shall have the
meaning set forth in Section 7(a); (xix) "Final Expiration Date" shall have the
meaning set forth in Section 7(a); (xx) "Nasdaq" shall have the meaning set
forth in Section 11(d)(i); (xxi) "Principal Party" shall have the meaning set
forth in Section 13(b); (xxii) "Purchase Price" shall have the meaning set forth
in Section 4(a)(ii); (xxiii) "Record Date" shall have the meaning set forth in
the recitals of this Agreement; (xxiv) "Redemption Price" shall have the meaning
set forth in Section 23(a); (xxv) "Rights" shall have the meaning set forth in
the recitals of this Agreement; (xxvi) "Rights Agent" shall have the meaning set
forth in the parties clause of this Agreement; (xxvii) "Rights Dividend
Declaration Date" shall have the meaning set forth in the first recital of this
Agreement; (xxviii) "Section 11(a)(ii) Trigger Date" shall have the meaning set
forth in Section 11(a)(iii); (xxix) "Section 13 Event" shall have the meaning
set forth in Section 13; (xxx) "Spread" shall have the meaning set forth in
Section 11(a)(iii); (xxxi) "Substitution Period" shall have the meaning set
forth in Section 11(a)(iii); (xxxii) "Summary of Rights" shall have the meaning
set forth in Section 3(b); and (xxxiii) "Trading Day" shall have the meaning set
forth in Section 11(d)(i).

                  SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions of this Agreement, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable.

                  SECTION 3.  ISSUE OF RIGHTS CERTIFICATES.

                  (a) Until the earlier of (i) the Close of Business on the
tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock
Acquisition Date occurs before the Record Date, the Close of Business on the
Record Date) or (ii) the Close of Business on the tenth Business Day (or such
later date as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring Person) after the
date that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person organized, appointed or established by
the Company for or pursuant to the terms of

                                        5
<PAGE>

any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would become an Acquiring Person (the
earlier of (i) and (ii) being herein referred to as the "Distribution Date"),
(x) the Class A Rights, the Class B-1 Rights, the Class B-2 Rights, the Class
B-3 Rights and the Class B-4 Rights, respectively, will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the certificates for
the Class A Common Stock, the Series B-1 Stock, the Series B-2 Stock, the
Series B-3 Stock and the Series B-4 Stock, respectively, registered in the
names of the holders of such class of Common Stock (which certificates for
such class and series of Common Stock shall be deemed also to be certificates
for such Rights) and not by separate certificates and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company). The Company must promptly
notify the Rights Agent of the occurrence of a Distribution Date and request
its transfer agent to give the Rights Agent a shareholder list together with
all other relevant information. As soon as practicable after the Rights Agent
is notified of the Distribution Date and receives such notice, list and
information, the Rights Agent will send by first-class, insured, postage
prepaid mail, to each record holder of the Class A Common Stock, the Series
B-1 Stock, the Series B-2 Stock, the Series B-3 Stock and the Series B-4
Stock, respectively, as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or more
Rights certificates, in substantially the form of Exhibit B, Exhibit C,
Exhibit D, Exhibit E and Exhibit F, evidencing one Class A Right for each
share of Class A Common Stock (a "Class A Rights Certificate"), one Class B-1
Right for each share of Series B-1 Stock (a "Class B-1 Rights Certificate"),
one Class B-2 Right for each share of Series B-2 Stock (a "Class B-2 Rights
Certificate"), one Class B-3 Right for each share of Series B-3 Stock (a
"Class B-3 Rights Certificate"), and one Class B-4 Right for each share of
Series B-4 Stock (a "Class B-4 Rights Certificate"), respectively, so held,
subject to adjustment as provided herein. In the event that any adjustment in
the number of Rights per share of Common Stock has been made pursuant to
Section 11, at the time of distribution of the Rights Certificates, the
Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a)) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

                  (b) The Company will make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit G (the "Summary of Rights") to
any holder of Rights who may so request from time to time prior to the
Expiration Date. With respect to certificates for the Class A Common Stock, the
Series B-1 Stock, the Series B-2 Stock, the Series B-3 Stock and the Series B-4
Stock, respectively, outstanding as of the Record Date, or issued subsequent to
the Record Date, until the Distribution Date, the registered holders of the
Common Stock shall also be the registered holders of the associated Rights.
Until the earlier of the Distribution Date or the Expiration Date, the transfer
of any certificate representing shares of Common Stock in respect of which
Rights have been issued shall also constitute the transfer of the Rights
associated with such shares of Common Stock.

                                        6
<PAGE>

                  (c) Rights shall be issued in respect of all shares of Common
Stock which are issued (whether originally issued or from the Company's
treasury) after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date (including an issuance of Class A Common Stock upon
the conversion, whether automatic or voluntary, of Class B Common Stock into
Class A Common Stock (and for purposes of the foregoing, any deemed conversion
of Class B Common Stock shall be deemed to be an issuance of Class A Common
Stock)) or, in certain circumstances provided in Section 22, after the
Distribution Date.

Certificates representing such shares of Class A Common Stock shall also be
deemed to be certificates for the associated Class A Rights, and shall bear a
legend substantially in the following form:

                  This certificate also evidences and entitles the holder hereof
         to certain Class A Rights as set forth in the Rights Agreement between
         Chicago Mercantile Exchange Inc. (the "Company") and Mellon Investor
         Services LLC (the "Rights Agent") dated as of March 7, 2001, as the
         same may be amended from time to time (the "Rights Agreement"), the
         terms of which are hereby incorporated herein by reference and a copy
         of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         A Rights will be evidenced by separate certificates and will no longer
         be evidenced by this certificate. The Company will mail to the holder
         of this certificate a copy of the Rights Agreement, as in effect on the
         date of mailing, without charge promptly after receipt of a written
         request therefor. Under certain circumstances set forth in the Rights
         Agreement, Class A Rights issued to, or held by, any Person who is, was
         or becomes an Acquiring Person or any Affiliate or Associate thereof
         (as such terms are defined in the Rights Agreement), whether currently
         held by or on behalf of such Person or by any subsequent holder, may
         become null and void.

Certificates representing such shares of Series B-1 Stock shall also be deemed
to be certificates for the associated Class B-1 Rights, and shall bear a legend
substantially in the following form:

                  This certificate also evidences and entitles the holder hereof
         to certain Class B-1 Rights as set forth in the Rights Agreement
         between Chicago Mercantile Exchange Inc. (the "Company") and Mellon
         Investor Services LLC (the "Rights Agent") dated as of March 7, 2001,
         as the same may be amended from time to time (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         B-1 Rights will be evidenced by separate certificates and will no
         longer be evidenced by this certificate. The Company will mail to the
         holder of this certificate a copy of the Rights Agreement, as in effect
         on the date of mailing, without charge promptly after receipt of a
         written request therefor. Under certain circumstances set forth in the
         Rights Agreement, Class B-1 Rights issued to, or held by, any Person
         who is, was or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as such terms are defined in the Rights

                                        7
<PAGE>


         Agreement), whether currently held by or on behalf of such Person or
         by any subsequent holder, may become null and void.

Certificates representing such shares of Series B-2 Stock shall also be deemed
to be certificates for the associated Class B-2 Rights, and shall bear a legend
substantially in the following form:

                  This certificate also evidences and entitles the holder hereof
         to certain Class B-2 Rights as set forth in the Rights Agreement
         between Chicago Mercantile Exchange Inc. (the "Company") and Mellon
         Investor Services LLC (the "Rights Agent") dated as of March 7, 2001,
         as the same may be amended from time to time (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         B-2 Rights will be evidenced by separate certificates and will no
         longer be evidenced by this certificate. The Company will mail to the
         holder of this certificate a copy of the Rights Agreement, as in effect
         on the date of mailing, without charge promptly after receipt of a
         written request therefor. Under certain circumstances set forth in the
         Rights Agreement, Class B-2 Rights issued to, or held by, any Person
         who is, was or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as such terms are defined in the Rights Agreement),
         whether currently held by or on behalf of such Person or by any
         subsequent holder, may become null and void.

Certificates representing such shares of Series B-3 Stock shall also be deemed
to be certificates for the associated Class B-3 Rights, and shall bear a legend
substantially in the following form:

                  This certificate also evidences and entitles the holder hereof
         to certain Class B-3 Rights as set forth in the Rights Agreement
         between Chicago Mercantile Exchange Inc. (the "Company") and Mellon
         Investor Services LLC (the "Rights Agent") dated as of March 7, 2001,
         as the same may be amended from time to time (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         B-3 Rights will be evidenced by separate certificates and will no
         longer be evidenced by this certificate. The Company will mail to the
         holder of this certificate a copy of the Rights Agreement, as in effect
         on the date of mailing, without charge promptly after receipt of a
         written request therefor. Under certain circumstances set forth in the
         Rights Agreement, Class B-3 Rights issued to, or held by, any Person
         who is, was or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as such terms are defined in the Rights Agreement),
         whether currently held by or on behalf of such Person or by any
         subsequent holder, may become null and void.

Certificates representing such shares of Series B-4 Stock shall also be deemed
to be certificates for the associated Class B-4 Rights, and shall bear a legend
substantially in the following form:

                                      8
<PAGE>

                  This certificate also evidences and entitles the holder hereof
         to certain Class B-4 Rights as set forth in the Rights Agreement
         between Chicago Mercantile Exchange Inc. (the "Company") and Mellon
         Investor Services LLC (the "Rights Agent") dated as of March 7, 2001,
         as the same may be amended from time to time (the "Rights Agreement"),
         the terms of which are hereby incorporated herein by reference and a
         copy of which is on file at the principal offices of the Company. Under
         certain circumstances, as set forth in the Rights Agreement, such Class
         B-4 Rights will be evidenced by separate certificates and will no
         longer be evidenced by this certificate. The Company will mail to the
         holder of this certificate a copy of the Rights Agreement, as in effect
         on the date of mailing, without charge promptly after receipt of a
         written request therefor. Under certain circumstances set forth in the
         Rights Agreement, Class B-4 Rights issued to, or held by, any Person
         who is, was or becomes an Acquiring Person or any Affiliate or
         Associate thereof (as such terms are defined in the Rights Agreement),
         whether currently held by or on behalf of such Person or by any
         subsequent holder, may become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates. In the event
the Company purchases or acquires any shares of its Common Stock after the
Record Date but prior to the Distribution Date, any Rights associated with such
shares shall be deemed cancelled and retired so that the Company shall not be
entitled to exercise any Rights associated with shares of Common Stock that are
not outstanding.

                  SECTION 4.  FORM OF RIGHTS CERTIFICATES.

                  (a) The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B, Exhibit C, Exhibit D, Exhibit
E and Exhibit F and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem
appropriate (but which do not affect the rights, duties or responsibilities of
the Rights Agent) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11 and Section 22, the
Rights Certificates, whenever distributed, shall be dated as of the Record Date
or, in the case of Rights with respect to shares of Common Stock issued or
becoming outstanding after the Record Date, the same date as the date of the
stock certificate evidencing such shares, and on their face shall entitle the
holders thereof to purchase such number of one one-thousandths of a share of
Preferred Stock as shall be set forth therein at the price set forth therein
(such exercise price per one one-thousandth of a share, the "Purchase Price"),
but the amount and type of securities purchasable upon the exercise of each
Right and the Purchase Price thereof shall be subject to adjustment from time to
time as provided in Sections 11 and 13(a).

                                      9
<PAGE>

                  (b) Any Rights Certificate issued pursuant to Section 3(a),
Section 11(i) or Section 22 that represents Rights beneficially owned by any
Person known to be: (i) an Acquiring Person or any Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person (or
any Affiliate or Associate thereof) to holders of equity interests in such
Acquiring Person (or any Affiliate or Associate thereof) or to any Person with
whom such Acquiring Person (or any Affiliate or Associate thereof) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of an agreement, arrangement or understanding which has as a
primary purpose or effect avoidance of Section 7(e) hereof, and provided that
the Company shall have notified the Rights Agent that this Section 4(b) applies,
any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain (to the extent feasible) the following legend:

         The Rights represented by this Rights Certificate are or were
         beneficially owned by a Person who was or became an Acquiring Person or
         an Affiliate or Associate of an Acquiring Person (as such terms are
         defined in the Rights Agreement). Accordingly, this Rights Certificate
         and the Rights represented hereby may become null and void in the
         circumstances specified in Section 7(e) of such Agreement.

                  The absence of the foregoing legend on any Rights Certificate
shall in no way affect any of the other provisions of this Agreement, including,
without limitation, the provisions of Section 7(e).

                  SECTION 5.  COUNTERSIGNATURE AND REGISTRATION.

                  (a) The Rights Certificates shall be executed on behalf of the
Company by its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company's seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be countersigned manually or by
facsimile signature by the Rights Agent and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the person who signed such Rights Certificates had not ceased
to be such officer of the Company; and any Rights Certificates may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Rights Certificate, shall be a proper officer of the Company to sign such
Rights Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

                                      10
<PAGE>

                  (b) Following the Distribution Date and receipt by the Rights
Agent of all necessary information, the Rights Agent will keep or cause to be
kept, at its office or offices designated as the appropriate place for surrender
of Rights Certificates upon exercise or transfer, books for registration and
transfer of the Rights Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Rights Certificates, the
number of Rights evidenced on its face by each of the Rights Certificates and
the certificate number and the date of each of the Rights Certificates.

                  SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
RIGHTS CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES.
(a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14, at
any time after the Close of Business on the Distribution Date, and at or prior
to the Close of Business on the Expiration Date, any Rights Certificate or
Certificates (other than Rights Certificates representing Rights that have
become null and void pursuant to Section 7(e) or that have been exchanged
pursuant to Section 24) may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered holder to
purchase a like number of one one-thousandths of a share of Preferred Stock (or,
following a Triggering Event, Common Stock, other securities, cash or other
assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Certificates to be transferred, split up, combined or exchanged
at the principal office or offices of the Rights Agent designated for such
purpose. Neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have properly completed and signed
the certificate contained in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company or the Rights Agent shall reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section
14 and Section 24, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Rights Certificates. The Rights Agent shall have
no duty or obligation to take any action under any Section of this Agreement
which requires the payment by a Rights holder of applicable taxes and
governmental charges unless and until the Rights Agent is satisfied that all
such taxes and/or charges have been paid.

                  (b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or destruction,
of indemnity or security satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Rights Certificates if
mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

                                      11
<PAGE>

                  SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE
OF RIGHTS. (a) Subject to Section 7(e), the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a))
in whole or in part at any time after the Distribution Date upon surrender of
the Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights Agent at
the office or offices of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price with respect to the total number of
one one-thousandths of a share of Preferred Stock (or Common Stock, other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest of (i) the
Close of Business on March 15, 2011 (such date, as it may be extended by the
Board of Directors, the "Final Expiration Date"), (ii) the time at which the
Rights are redeemed as provided in Section 23 or (iii) the time at which such
Rights are exchanged pursuant to Section 24 (the earliest of (i), (ii) and (iii)
being herein referred to as the "Expiration Date").

                  (b) The Purchase Price for each one one-thousandth of a share
of Preferred Stock pursuant to the exercise of a Right shall initially be
$105.00, and shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) and shall be payable in accordance with paragraph (c)
below.

                  (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-thousandth of a share of Preferred Stock (or
other shares, securities, cash or other assets, as the case may be) to be
purchased as set forth below and an amount equal to any applicable tax or charge
required to be paid by the holder of the Rights Certificate in accordance with
Section 9(e), the Rights Agent shall, subject to Section 20(k), thereupon
promptly (i) (A) requisition from any transfer agent of the shares of Preferred
Stock (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of one one-thousandths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of shares of Preferred Stock issuable
upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one
one-thousandths of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request, (ii)
requisition from the Company the amount of cash, if any, to be paid in lieu of
fractional shares in accordance with Section 14, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Rights Certificate, registered in
such name or names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii)) shall be made in cash or
by certified bank check or bank draft payable to the order of the Company. In
the event that the Company is obligated to issue other securities (including
Common Stock) of the Company, pay cash and/or distribute

                                      12
<PAGE>

other property pursuant to Section 11(a), the Company will make all
arrangements necessary so that such other securities, cash and/or other
property are available for distribution by the Rights Agent, if and when
necessary to comply with the terms of this Agreement. The Company reserves
the right to require prior to the occurrence of a Triggering Event that, upon
any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock would be issued.

                  (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Rights Certificate, registered in such name or names
as may be designated by such holder, subject to the provisions of Section 14.

                  (e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a) (ii) Event, any
Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (iii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person (or any Affiliate or Associate thereof) to holders of equity interests in
such Acquiring Person (or any Affiliate or Associate thereof) or to any Person
with whom the Acquiring Person (or any Affiliate or Associate thereof) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of an agreement, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall notify the Rights Agent when this
Section 7(e) applies and should use all reasonable efforts to ensure that the
provisions of this Section 7(e) and Section 4(b) are complied with, but neither
the Company nor the Rights Agent shall have any liability to any holder of
Rights Certificates or other Person as a result of the Company's failure to make
any determinations with respect to an Acquiring Person or any of its Affiliates,
Associates or transferees hereunder.

                  (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence of
any purported exercise as set forth in this Section 7 unless such registered
holder shall have (i) properly completed and signed the certificate contained in
the form of election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise, and (ii) provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company or the Rights Agent shall
reasonably request.

                  SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES. All Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company
or any of its agents, be delivered to the Rights Agent for

                                      13
<PAGE>

cancellation or in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Rights Certificates shall be issued in lieu
thereof, except as expressly permitted by any of the provisions of this
Agreement. The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any other Rights
Certificates purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Rights
Certificates to the Company, or shall, at the written request of the Company,
destroy such cancelled Rights Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

                  SECTION 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK. (a)
The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock (and,
following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Class A Common Stock and/or other securities or out of its
authorized and issued shares held in its treasury), the number of shares of
Preferred Stock (and, following the occurrence of a Triggering Event, Class A
Common Stock and/or other securities) that, as provided in this Agreement,
including Section 11(a)(iii), will be sufficient to permit the exercise in full
of all outstanding Rights.

                  (b) So long as the shares of Preferred Stock (and, following
the occurrence of a Triggering Event, Class A Common Stock and/or other
securities) issuable and deliverable upon the exercise of the Rights may be
listed on any national securities exchange or the Nasdaq National Market (or any
successor), the Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares reserved for such issuance to
be listed on such exchange or the Nasdaq National Market, upon official notice
of issuance upon such exercise.

                  (c) The Company shall use its best efforts to (i) prepare and
file, as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iii), a registration statement under the Act with
respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act) until the earlier of (A) the date as of which the
Rights are no longer exercisable for such securities, and (B) the Expiration
Date. The Company will also take such action as may be appropriate under, or to
ensure compliance with, the securities or "blue sky" laws of the various states
in connection with the exercisability of the Rights. The Company may temporarily
suspend, for a period of time not to exceed ninety (90) days after the date set
forth in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at such
time as the suspension is no longer in effect. In addition, if the Company shall
determine that a registration statement is required following the Distribution
Date, the Company may by issuing a public announcement temporarily suspend (and
shall give the Rights Agent prompt notice thereof) the exercisability of Rights
until such time as a registration statement has been declared effective. The
Company shall promptly provide the Rights Agent with copies of such
announcements.

                                      14
<PAGE>

Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification
or exemption in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law or a registration
statement shall not have been declared effective.

                  (d) The Company covenants and agrees that it will take all
such actions as may be necessary to ensure that all one one-thousandths of a
share of Preferred Stock (and, following the occurrence of a Triggering Event,
shares of Class A Common Stock and/or other securities) delivered upon exercise
of Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable.

                  (e) The Company further covenants and agrees that it will pay,
when due and payable, any and all taxes and governmental charges which may be
payable in respect of the issuance or delivery of the Rights Certificates and of
any certificates for a number of one one-thousandths of a share of Preferred
Stock (or Class A Common Stock and/or other securities, as the case may be) upon
the exercise of Rights. The Company shall not, however, be required to pay any
tax or charge which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of a
number of one one-thousandths of a share of Preferred Stock (or Class A Common
Stock and/or other securities, as the case may be) in respect of a name other
than that of, the registered holder of the Rights Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates for a number of
one one-thousandths of a share of Preferred Stock (or Class A Common Stock
and/or other securities, as the case may be) in a name other than that of the
registered holder upon the exercise of any Rights until such tax or charge shall
have been paid (any such tax or charge being payable by the holder of such
Rights Certificate at the time of surrender) or until it has been established to
the Company's satisfaction that no such tax or charge is due.

                  SECTION 10. PREFERRED STOCK RECORD DATE. Each Person in whose
name any certificate for a number of one one-thousandths of a share of Preferred
Stock (or Class A Common Stock and/or other securities, as the case may be) is
issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such fractional shares of Preferred Stock (or
Class A Common Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable taxes and charges) was made; PROVIDED,
HOWEVER, that if the date of such surrender and payment is a date upon which the
Preferred Stock (or Class A Common Stock and/or other securities, as the case
may be) transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares (fractional or otherwise) on, and
such certificate shall be dated, the next succeeding Business Day on which the
Preferred Stock (or Class A Common Stock and/or other securities, as the case
may be) transfer books of the Company are open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Rights Certificate shall not be
entitled to any rights of a stockholder of the Company with respect to shares or
other securities for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.

                                      15
<PAGE>

                  SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF
SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

                  (a) (i) In the event the Company shall at any time after the
         date of this Agreement (A) declare a dividend on the Preferred Stock
         payable in shares of Preferred Stock, (B) subdivide the outstanding
         Preferred Stock, (C) combine the outstanding Preferred Stock into a
         smaller number of shares, or (D) issue any shares of its capital stock
         in a reclassification of the Preferred Stock (including any such
         reclassification in connection with a consolidation or merger in which
         the Company is the continuing or surviving corporation), except as
         otherwise provided in this Section 11(a) and Section 7(e), the Purchase
         Price in effect at the time of the record date for such dividend or of
         the effective date of such subdivision, combination or
         reclassification, and the number and kind of shares of Preferred Stock
         or capital stock, as the case may be, issuable on such date, shall be
         proportionately adjusted so that the holder of any Right exercised
         after such time shall be entitled to receive, upon payment of the
         Purchase Price then in effect, the aggregate number and kind of shares
         of Preferred Stock or capital stock, as the case may be, which, if such
         Right had been exercised immediately prior to such date and at a time
         when the Preferred Stock transfer books of the Company were open, such
         holder would have owned upon such exercise and been entitled to receive
         by virtue of such dividend, subdivision, combination or
         reclassification. If an event occurs which would require an adjustment
         under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment
         provided for in this Section 11(a)(i) shall be in addition to, and
         shall be made prior to, any adjustment required pursuant to Section
         11(a)(ii).

                  (ii) Subject to Section 24, in the event any Person becomes an
         Acquiring Person, then each holder of a Class A Right, each holder of a
         Class B-1 Right, each holder of a Class B-2 Right, each holder of a
         Class B-3 Right and each holder of a Class B-4 Right, respectively
         (except in, each case, as provided below and in Section 7(e)), shall
         thereafter have the right to receive, upon exercise thereof at a price
         equal to the then current Purchase Price multiplied by each one
         one-thousandth of a share of Preferred Stock for which a Right is
         exercisable in accordance with the terms of this Agreement, in lieu in
         each case of a number of one one-thousandths of a share of Preferred
         Stock, such number of shares of Class A Common Stock as shall equal the
         result obtained by (x) multiplying the then current Purchase Price by
         the then number of one one-thousandths of a share of Preferred Stock
         for which a Right was exercisable immediately prior to the first
         occurrence of a Section 11(a)(ii) Event and (y) dividing that product
         (which, following such first occurrence shall thereafter be referred to
         as the "Purchase Price" for each Right and for all purposes of this
         Agreement) by 50% of the current market price (determined pursuant to
         Section 11(d)) per share of Class A Common Stock for which a Right is
         exercisable on the date of such first occurrence (such number of
         shares, the "Adjustment Shares").

                  (iii) In the event that the number of shares of Class A Common
         Stock which are authorized by the Company's restated certificate of
         incorporation but not outstanding or reserved for issuance for purposes
         other than upon exercise of the Rights, is not

                                      16
<PAGE>

         sufficient to permit the exercise in full of the Rights in
        accordance with the foregoing subparagraph (ii) of this Section
        11(a), the Company shall: (A) determine the value of the Adjustment
        Shares issuable upon the exercise of a Right (the "Current Value"),
        and (B) with respect to each Right, make adequate provision to
        substitute for the Adjustment Shares, upon the exercise of a Right
        and payment of the applicable Purchase Price, (1) cash, (2) a
        reduction in the Purchase Price, (3) Class A Common Stock or other
        equity securities of the Company (including, without limitation,
        shares, or units of shares, of preferred stock, such as the Preferred
        Stock, which the Board of Directors of the Company has deemed to have
        substantially the same value or economic rights as shares of Class A
        Common Stock (such shares or units of shares of preferred stock,
        "common stock equivalents")), (4) debt securities of the Company, (5)
        other assets, or (6) any combination of the foregoing, having an
        aggregate value equal to the Current Value (less the amount of any
        reduction in the Purchase Price), where such aggregate value has been
        determined by the Board of Directors of the Company based upon the
        advice of a nationally recognized investment banking firm selected by
        the Board of Directors of the Company; PROVIDED, HOWEVER, if the
        Company shall not have made adequate provision to deliver value
        pursuant to clause (B) above within thirty (30) days following the
        later of (x) the first occurrence of a Section 11(a)(ii) Event and
        (y) the date on which the Company's right of redemption pursuant to
        Section 23(a) expires (the later of (x) and (y) being referred to
        herein as the "Section 11(a)(ii) Trigger Date"), then the Company
        shall be obligated to deliver, upon the surrender for exercise of a
        Right and without requiring payment of the Purchase Price, shares of
        Class A Common Stock (to the extent available) and then, if
        necessary, cash or shares, which shares (of the Class A Common Stock
        for which a Right is exercisable and/or the other Common Stock)
        and/or cash have an aggregate value equal to the Spread. For purposes
        of the preceding sentence, the term "Spread" shall mean the excess of
        (i) the Current Value over (ii) the Purchase Price. If the Board of
        Directors of the Company shall determine in good faith that it is
        likely that sufficient additional shares of Class A Common Stock
        could be authorized for issuance upon exercise in full of the Rights,
        the thirty (30) day period set forth above may be extended to the
        extent necessary, but not more than ninety (90) days after the
        Section 11(a)(ii) Trigger Date, in order that the Company may seek
        stockholder approval for the authorization of such additional shares
        (such thirty (30) day period, as it may be extended, the
        "Substitution Period"). To the extent that action should be taken
        pursuant to the first and/or third sentences of this Section
        11(a)(iii), the Company (x) shall provide, subject to Section 7(e),
        that such action shall apply uniformly to all outstanding Rights, and
        (y) may suspend the exercisability of the Rights until the expiration
        of the Substitution Period in order to seek such stockholder approval
        for such authorization of additional shares and/or to decide the
        appropriate form of distribution to be made pursuant to such first
        sentence and to determine the value thereof. In the event of any such
        suspension, the Company shall issue a public announcement stating
        that the exercisability of the Rights has been temporarily suspended,
        as well as a public announcement at such time as the suspension is no
        longer in effect (with prompt notice of such announcements to the
        Rights Agent). For purposes of this Section 11(a)(iii), the value of
        each Adjustment Share shall be the current market price (as
        determined pursuant to Section 11(d)) per share of the Class A Common
        Stock on the Section 11(a)(ii) Trigger Date and the value of any
        "common stock equivalent" shall be deemed to equal the

                                      17
<PAGE>

        current market price (as determined pursuant to Section 11(d)) per
        share of Class A Common Stock on such date.

                  (b) In case the Company shall fix a record date for the
issuance of rights (other than the Rights), options or warrants to all holders
of Preferred Stock entitling them to subscribe for or purchase (for a period
expiring within forty-five (45) calendar days after such record date) Preferred
Stock (or shares having the same rights, privileges and preferences as the
shares of Preferred Stock ("equivalent preferred stock")) or securities
convertible into Preferred Stock or equivalent preferred stock at a price per
share of Preferred Stock or per share of equivalent preferred stock (or having a
conversion price per share, if a security convertible into Preferred Stock or
equivalent preferred stock) less than the current market price (as determined
pursuant to Section 11(d)) per share of Preferred Stock on such record date, the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred
Stock which the aggregate offering price of the total number of shares of
Preferred Stock and/or equivalent preferred stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price, and the denominator of
which shall be the number of shares of Preferred Stock outstanding on such
record date, plus the number of additional shares of Preferred Stock and/or
equivalent preferred stock to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible). In
case such subscription price may be paid by delivery of consideration part or
all of which may be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holders of the Rights.
Shares of Preferred Stock owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date is fixed, and
in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.

                  (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash (other than a regular
periodic cash dividend out of the earnings or retained earnings of the Company),
assets (other than a dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock) or subscription rights or
warrants (excluding those referred to in Section 11(b)), the Purchase Price to
be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the current market price (as determined pursuant
to Section 11(d)) per share of Preferred Stock on such record date, less the
fair market value (as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and the holders of the
Rights) of the portion of the cash, assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to a share of
Preferred Stock

                                      18
<PAGE>

and the denominator of which shall be such current market price (as
determined pursuant to Section 11(d)) per share of Preferred Stock. Such
adjustments shall be made successively whenever such a record date is fixed,
and in the event that such distribution is not so made, the Purchase Price
shall be adjusted to be the Purchase Price which would have been in effect if
such record date had not been fixed.

                  (d) (i) For the purpose of any computation hereunder, other
than computations made pursuant to Section 11(a)(iii), the "current market
price" per share on any date of Class A Common Stock shall be deemed to be the
average of the daily closing prices per share of Class A Common Stock for the
thirty (30) consecutive Trading Days immediately prior to but not including such
date, and for purposes of computations made pursuant to Section 11(a)(iii), the
"current market price" per share of Class A Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of Class A Common
Stock for the ten (10) consecutive Trading Days immediately following but not
including such date; PROVIDED, HOWEVER, that in the event that the current
market price per share of Class A Common Stock is determined during a period
following the announcement by its issuer of (A) a dividend or distribution on
Class A Common Stock payable in shares of Class A Common Stock or securities
convertible into shares of such Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of Class A Common Stock, and the
ex-dividend date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification shall not have occurred prior to
the commencement of the requisite thirty (30) Trading Day or ten (10) Trading
Day period, as set forth above, then, and in each such case, the "current market
price" shall be properly adjusted to take into account any trading during the
period prior to such ex-dividend date or record date. The closing price for each
day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way,
in either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the shares of Class A Common Stock are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares of Class A Common
Stock are listed or admitted to trading or, if the shares of Class A Common
Stock are not listed or admitted to trading on any national securities exchange,
the last quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or
such other quotation system then in use, or, if on any such date the shares of
Class A Common Stock are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in Class A Common Stock selected by the Board of Directors of the
Company. If on any such date no market maker is making a market in the Class A
Common Stock, the fair value of such shares on such date as determined in good
faith by the Board of Directors of the Company shall be used. The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the shares of Class A Common Stock are listed or admitted to trading is
open for the transaction of business or, if the shares of Class A Common Stock
are not listed or admitted to trading on any national securities exchange, a
Business Day. If the Class A Common Stock is not publicly held or not so listed
or traded, "current market price" per share shall mean the fair value per share
as determined in good faith by the Board of

                                      19
<PAGE>

Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all
purposes.

                  (ii) For the purpose of any computation hereunder, the
"current market price" per share of Preferred Stock shall be determined in the
same manner as set forth above for the Class A Common Stock in clause (i) of
this Section 11(d). If the current market price per share of Preferred Stock
cannot be determined in the manner provided above, or if the Preferred Stock is
not publicly held or listed or traded in a manner described in clause (i) of
this Section 11(d), the "current market price" per share of Preferred Stock
shall be conclusively deemed to be an amount equal to 1,000 (as such number may
be appropriately adjusted for such events as stock splits, stock dividends and
recapitalizations with respect to the Class A Common Stock occurring after the
date of this Agreement) multiplied by the current market price per share of the
Class A Common Stock. If neither the Class A Common Stock nor the Preferred
Stock is publicly held or so listed or traded, "current market price" per share
of the Preferred Stock shall mean the fair value per share as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. For all purposes of this Agreement,
the "current market price" of one one-thousandth of a share of Preferred Stock
shall be equal to the "current market price" of one share of Preferred Stock
divided by 1,000.

                  (e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the Purchase
Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one ten-thousandth of a
share of Class A Common Stock or one one-millionth of a share of Preferred Stock
or one ten-thousandth of any other share or security, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
(3) years from the date of the transaction which mandates such adjustment, or
(ii) the Expiration Date.

                  (f) If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a), the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock other than Preferred
Stock, thereafter the number of such other shares so receivable upon exercise of
any Right and the Purchase Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in Sections 11(a), (b),
(c), (e), (g), (h), (i), (j), (k) and (m), and the provisions of Sections 7, 9,
10, 13 and 14 with respect to the Preferred Stock shall apply on like terms to
any such other shares.

                  (g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

                                      20

<PAGE>

                  (h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one-thousandths of a share of Preferred Stock (calculated to the nearest
one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths
of a share covered by a Right immediately prior to this adjustment, by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price, and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                  (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in lieu of any
adjustment in the number of one one-thousandths of a share of Preferred Stock
purchasable upon the exercise of a Right. Each of the Rights outstanding after
the adjustment in the number of Rights shall be exercisable for the number of
one one-thousandths of a share of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one-ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement (with prompt notice thereof
to the Rights Agent) of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made, and shall promptly give the Rights Agent a copy of such
announcement. This record date may be the date on which the Purchase Price is
adjusted or any day thereafter, but, if the Rights Certificates have been
issued, shall be at least ten (10) days later than the date of the public
announcement. If Rights Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to
Section 14, the additional Rights to which such holders shall be entitled as a
result of such adjustment, or, at the option of the Company, shall cause to be
distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company, the adjusted Purchase Price) and shall be registered in the
names of the holders of record of Rights Certificates on the record date
specified in the public announcement.

                  (j) Irrespective of any adjustment or change in the Purchase
Price or the number of one one-thousandths of a share of Preferred Stock
issuable upon the exercise of the Rights, the Rights Certificates theretofore
and thereafter issued may continue to express the Purchase Price per one
one-thousandth of a share and the number of one one-thousandths of a share which
were expressed in the initial Rights Certificates issued hereunder.

                  (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then stated value, if any, of the number
of one one-thousandths of a share of Preferred Stock issuable upon exercise of
the Rights, the Company shall take any

                                      21
<PAGE>

corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Preferred Stock at such adjusted Purchase Price.

                  (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer (and shall give prompt written
notice of such election to the Rights Agent) until the occurrence of such event
the issuance to the holder of any Right exercised after such record date the
number of one one-thousandths of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise over and
above the number of one one-thousandths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment (and shall
provide the Rights Agent prompt notice of such election); PROVIDED, HOWEVER,
that the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

                  (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that the Board of Directors of the Company, in
its good faith judgment, shall determine to be advisable in order that any (i)
consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for
cash of any shares of Preferred Stock at less than the current market price,
(iii) issuance wholly for cash of shares of Preferred Stock or securities which
by their terms are convertible into or exchangeable for shares of Preferred
Stock, (iv) stock dividends or (v) issuance of rights, options or warrants
referred to in this Section 11, hereafter made by the Company to holders of its
Preferred Stock shall not be taxable to such stockholders.

                  (n) The Company covenants and agrees that it shall not, at any
time after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section
11(o)), (ii) merge with or into any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o)), or (iii) sell or
transfer (or permit any Subsidiary to sell or transfer), in one transaction, or
a series of related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with Section
11(o)), if (x) at the time of or immediately after such consolidation, merger,
sale or transfer there are any rights, warrants or other instruments or
securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the
Rights or (y) prior to, simultaneously with or immediately after such
consolidation, merger, sale or transfer, the stockholders of the Person who
constitutes, or would constitute, the "Principal Party" for purposes of Section
13(a) shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates and Associates.

                  (o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23, Section 24 or
Section 27, take (or permit any

                                      22
<PAGE>

Subsidiary to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially or
otherwise eliminate the benefits intended to be afforded by the Rights.

                  (p) In the event that the Company shall at any time after the
Rights Dividend Declaration Date and prior to the Distribution Date (i) declare
a dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine
the outstanding shares of Common Stock into a smaller number of shares, the
number of Rights associated with each share of Common Stock then outstanding, or
issued or delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event.

                  SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER
OF SHARES. Whenever an adjustment is made as provided in Section 11 or Section
13, the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts and computations accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate,
and (c) if a Distribution Date has occurred, mail a brief summary thereof to
each holder of a Rights Certificate in accordance with Section 26. The Rights
Agent shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall have no duty with respect to and shall
not be deemed to have knowledge of such adjustment unless and until it shall
have received such certificate.

                  SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER.

                  (a) In the event that, following the Stock Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)), and the Company shall not be the
continuing or surviving corporation of such consolidation or merger, (y) any
Person (other than a Subsidiary of the Company in a transaction which complies
with Section 11(o)) shall engage in a share exchange with or shall consolidate
with, or merge with or into, the Company, and the Company shall be the
continuing or surviving corporation of such consolidation or merger and, in
connection with such share exchange, consolidation or merger, all or part of the
outstanding shares of Class A Common Stock shall be changed into or exchanged
for stock or other securities of any other Person or cash or any other property,
or (z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one transaction or a series
of related transactions, assets or earning power aggregating more than 50% of
the assets, cash flow or earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons (other than the Company or any
Subsidiary of the Company in one or more transactions each of which complies
with Section

                                      23
<PAGE>

11(o)) (any event described in clauses (x), (y) or (z) of this Section 13(a)
following the Stock Acquisition Date, a "Section 13 Event"), then, and in
each such case, proper provision shall be made so that: (i) each holder of a
Right, except as provided in Section 7(e), shall thereafter have the right to
receive upon the exercise thereof at the then current Purchase Price for each
one-thousandth of a share of Preferred Stock for which a Right is exercisable
in accordance with the terms of this Agreement, in lieu in each case of such
number of one one-thousandths of a share of Preferred Stock, such number of
validly authorized and issued, fully paid, nonassessable and freely tradeable
shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal or
other adverse claims, as shall be equal to the result obtained by (l)
multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is
exercisable immediately prior to the first occurrence of a Section 13 Event
(or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence
of a Section 13 Event, multiplying the number of such one one-thousandths of
a share of Preferred Stock for which a Right was exercisable immediately
prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase
Price in effect immediately prior to such first occurrence), and dividing
that product (which, following the first occurrence of a Section 13 Event,
shall be referred to as the "Purchase Price" for each Right and for all
purposes of this Agreement) by (2) 50% of the current market price
(determined pursuant to Section 11(d)(i)) per share of the Common Stock of
such Principal Party on the date of consummation of such Section 13 Event;
(ii) such Principal Party shall thereafter be liable for, and shall assume,
by virtue of such Section 13 Event, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term "Company" shall thereafter
be deemed to refer to such Principal Party, it being specifically intended
that the provisions of Section 11 shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of shares of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be
of no effect following the first occurrence of any Section 13 Event.

                  (b)      "Principal Party" shall mean:

                  (i) in the case of any transaction described in clause (x) or
         (y) of the first sentence of Section 13(a), the Person that is the
         issuer of any securities into which shares of Class A Common Stock of
         the Company are converted in such merger or consolidation, and if no
         securities are so issued, the Person that is the other party to such
         merger or consolidation; and

                  (ii) in the case of any transaction described in clause (z) of
         the first sentence of Section 13(a), the Person that is the party
         receiving the greatest portion of the assets or earning power
         transferred pursuant to such transaction or transactions;

PROVIDED, HOWEVER, that in any such case described in the foregoing clause (i)
or (ii) of this Section 13(b), (1) if the Common Stock of such Person is not at
such time and has not been continuously over the preceding twelve (12) month
period registered under Section 12 of the Exchange Act, and such Person is a
direct or indirect Subsidiary of another Person the Common

                                      24
<PAGE>

Stock of which is and has been so registered, "Principal Party" shall refer
to such other Person; and (2) in case such Person is a Subsidiary, directly
or indirectly, of more than one Person, the Common Stock of two or more of
which are and have been so registered, "Principal Party" shall refer to
whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value.

                  (c) The Company shall not consummate any Section 13 Event
unless the Principal Party shall have a sufficient number of authorized shares
of its Common Stock which have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and such Principal Party shall have executed
and delivered to the Rights Agent a supplemental agreement providing for the
terms set forth in paragraphs (a) and (b) of this Section 13 and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale or transfer of assets mentioned in paragraph (a) of this Section
13, the Principal Party will:

                  (i) prepare and file a registration statement under the Act,
         with respect to the Rights and the securities purchasable upon exercise
         of the Rights on an appropriate form, and will use its best efforts to
         cause such registration statement to (A) become effective as soon as
         practicable after such filing and (B) remain effective (with a
         prospectus at all times meeting the requirements of the Act) until the
         Expiration Date;

                  (ii) take all such other action as may be necessary to enable
         the Principal Party to issue the securities purchasable upon exercise
         of the Rights, including but not limited to the registration or
         qualification of such securities under all requisite securities laws of
         the jurisdictions of the various states and the listing of such
         securities on such exchanges and trading markets as may be necessary or
         appropriate; and

                  (iii) deliver to holders of the Rights historical financial
         statements for the Principal Party and each of its Affiliates which
         comply in all respects with the requirements for registration on Form
         10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter become
exercisable in the manner described in Section 13(a).

                  SECTION 14.  FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

                  (a) The Company shall not be required to issue fractions of
Rights, except prior to the Distribution Date as provided in Section 11, or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional Rights, the Company shall pay to the registered holders of the Class
A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2 Rights
Certificates, the Class B-3 Rights Certificates or the Class B-4 Rights
Certificates, as the case may be, with regard to which such fractional Rights
would otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a whole Class A Right, Class B-1 Right, Class B-2 Right,
Class B-3 Right or Class B-4 Right, as the case may be. For purposes of this
Section 14(a), the current market value of a whole Right shall be the closing

                                      25
<PAGE>

price of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The closing price of
the Class A Rights, the Class B-1 Rights, the Class B-2 Rights, the Class B-3
Rights and the Class B-4 Rights, as the case may be, for any day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if such Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported to the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which such Rights are listed or admitted to trading, or if such Rights are
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by Nasdaq or such other
system then in use or, if on any such date such Rights are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in such Rights selected by the
Board of Directors of the Company. If on any such date no such market maker is
making a market in such Rights the fair value of such Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used.
Notwithstanding the foregoing, if the current market value of a Class B-1 Right,
a Class B-2 Right, a Class B-3 Right or a Class B-4 Right is otherwise
determined to be lower than the current market value of a Class A Right, then
the current market value of such Class B-1 Right, Class B-2 Right, Class B-3
Right or Class B-4 Right, as the case may be, shall be deemed to equal the
current market value of a Class A Right.

                  (b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock). Fractions of shares of Preferred Stock in integral
multiples of one one-thousandth of a share may, at the election of the Company,
be evidenced by depositary receipts pursuant to an appropriate agreement between
the Company and a depositary selected by it; PROVIDED, HOWEVER, that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences to which they are entitled as
beneficial owners of the shares represented by such depositary receipts. In lieu
of fractional shares of Preferred Stock that are not integral multiples of one
one-thousandth of a share of Preferred Stock, the Company shall pay to the
registered holders of Rights Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current
market value of one one-thousandth of a share of Preferred Stock. For purposes
of this Section 14(b), the current market value of one one-thousandth of a share
of Preferred Stock shall be one one-thousandth of the closing price of a share
of Preferred Stock (as determined pursuant to Section 11(d)(ii)) for the Trading
Day immediately prior to the date of such exercise.

                  (c) Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Class A Common
Stock upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Class A Common Stock. In lieu of fractional shares of Class
A Common Stock, the Company shall pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount
in cash
                                      26
<PAGE>

equal to the same fraction of the current market value of one share of such
Class A Common Stock. For purposes of this Section 14(c), the current market
value of one share of Class A Common Stock shall be the closing price of one
share of Class A Common Stock (as determined pursuant to Section 11(d)(i))
for the Trading Day immediately prior to the date of such exercise.

                  (d) The holder of a Right by the acceptance of the Rights
expressly waives such holder's right to receive any fractional Rights or any
fractional shares upon exercise of a Right, except as permitted by this Section
14.

                  (e) Whenever a payment for fractional Rights or fractional
shares is to be made by the Rights Agent, the Company shall (i) promptly prepare
and deliver to the Rights Agent a certificate setting forth in reasonable detail
the facts related to such payments and the prices and/or formulas utilized in
calculating such payments, and (ii) provide sufficient monies to the Rights
Agent in the form of fully collected funds to make such payments. The Rights
Agent shall be fully protected in relying upon such a certificate and shall have
no duty with respect to, and shall not be deemed to have knowledge of any
payment for fractional Rights or fractional shares under any Section of this
Agreement relating to the payment of fractional Rights or fractional shares
unless and until the Rights Agent shall have received such a certificate and
sufficient monies.

                  SECTION 15. RIGHTS OF ACTION. All rights of action in respect
of this Agreement, other than rights of action vested in the Rights Agent
pursuant to the terms of this Agreement, are vested in the respective registered
holders of the Rights Certificates (and, prior to the Distribution Date, the
registered holders of the Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Stock), without
the consent of the Rights Agent or of the holder of any other Rights Certificate
(or, prior to the Distribution Date, of the Common Stock), may, in such holder's
own behalf and for such holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, such holder's right to exercise the Rights
evidenced by such Rights Certificate in the manner provided in such Rights
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and shall be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to this Agreement.

                  SECTION 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a
Right by accepting the same consents and agrees with the Company and the Rights
Agent and with every holder of a Right that:

                  (a) prior to the Distribution Date, the Rights will be
         transferable only in connection with the transfer of Common Stock;

                  (b) after the Distribution Date, the Rights Certificates are
         transferable only on the registry books of the Rights Agent if
         surrendered at the office or offices of the Rights Agent designated for
         such purposes, duly endorsed or accompanied by a proper instrument of
         transfer and with the appropriate forms and certificates fully
         executed;

                                      27
<PAGE>

                  (c) subject to Section 6(a) and Section 7(f), the Company and
         the Rights Agent may deem and treat the Person in whose name a Rights
         Certificate (or, prior to the Distribution Date, the associated Common
         Stock certificate) is registered as the absolute owner thereof and of
         the Rights evidenced thereby (notwithstanding any notations of
         ownership or writing on the Rights Certificates or the associated
         Common Stock certificates made by anyone other than the Company or the
         Rights Agent) for all purposes whatsoever, and neither the Company nor
         the Rights Agent, subject to the last sentence of Section 7(e), shall
         be required to be affected by any notice to the contrary; and

                  (d) notwithstanding anything in this Agreement to the
         contrary, neither the Company nor the Rights Agent shall have any
         liability to any holder of a Right or other Person as a result of its
         inability to perform any of its obligations under this Agreement by
         reason of any preliminary or permanent injunction or other order,
         decree, judgment or ruling issued by a court of competent jurisdiction
         or by a governmental, regulatory or administrative agency or
         commission, or any statute, rule, regulation or executive order
         promulgated or enacted by any governmental authority, prohibiting or
         otherwise restraining performance of such obligation; PROVIDED,
         HOWEVER, the Company must use commercially reasonable efforts to have
         any such order, decree, judgment or ruling (whether interlocutory or
         final) lifted or otherwise overturned as soon as possible.

                  SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A
STOCKHOLDER. No holder, as such, of any Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose to be the holder of the
number of one one-thousandths of a share of Preferred Stock or any other
securities of the Company which may at any time be issuable upon the exercise of
the Rights represented thereby, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 25), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Rights Certificate shall have been exercised in accordance with the provisions
hereof.

                  SECTION 18.  CONCERNING THE RIGHTS AGENT.

                  (a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
disbursements and other disbursements incurred in the preparation, execution,
delivery, amendment and administration of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense incurred
without gross negligence, bad faith or willful misconduct on the part of the
Rights Agent (each as determined by a final, non-appealable order, judgment,
decree or ruling of a court of competent jurisdiction) for any action taken,
suffered or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including, without limitation, the costs and
expenses of defending against any claim of liability in the premises. The costs
and expenses incurred by the

                                      28
<PAGE>

Rights Agent in enforcing this right of indemnification shall be paid by the
Company unless it is determined by a final, non-appealable order, judgment,
decree or ruling of a court of competent jurisdiction that the Rights Agent
is not entitled to indemnification due to the Rights Agent's gross
negligence, bad faith or willful misconduct, in which case the costs and
expenses of the Company incurred in defending this claim for indemnification
shall be paid by the Rights Agent. The provisions of this Section 18 and
Section 20 below shall survive the termination of this Agreement, the
exercise or expiration of the Rights and the resignation or removal of the
Rights Agent.

                  (b) The Rights Agent shall be authorized and protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its acceptance and administration of this
Agreement in reliance upon any Rights Certificate or certificate for Common
Stock or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20. The Rights Agent shall not be deemed to have
knowledge of any event of which it was supposed to receive notice thereof
hereunder, and the Rights Agent shall be fully protected and shall incur no
liability for failing to take any action in connection therewith unless and
until it has received such notice.

                  SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT.

                  (a) Any Person into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
PROVIDED, HOWEVER, that such Person would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21. In case at the time
such successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of a
predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and in case at the time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

                  (b) In case at any time the name of the Rights Agent shall be
changed, and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in
case, at that time, any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

                                      29

<PAGE>

                  SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent
undertakes only the duties and obligations expressly imposed by this Agreement
(and no implied duties and obligations) upon the following terms and conditions,
by all of which the Company and the holders of Rights Certificates, by their
acceptance thereof, shall be bound:

                  (i) Before the Rights Agent acts or refrains from acting, the
         Rights Agent may consult with legal counsel (who may be legal counsel
         for the Company), and the advice or opinion of such counsel shall be
         full and complete authorization and protection to the Rights Agent, and
         the Rights Agent shall incur no liability for or in respect of, any
         action taken, suffered or omitted by it in accordance with such advice
         or opinion.

                  (ii) Whenever in the performance of its duties under this
         Agreement the Rights Agent shall deem it necessary or desirable that
         any fact or matter (including, without limitation, the identity of any
         Acquiring Person and the determination of "current market price") be
         proved or established by the Company prior to taking, suffering or
         omitting to take any action hereunder, such fact or matter (unless
         other evidence in respect thereof be herein specifically prescribed)
         may be deemed to be conclusively proved and established by a
         certificate signed by the Chairman of the Board, the President, any
         Vice President, the Treasurer, any Assistant Treasurer, the Secretary
         or any Assistant Secretary of the Company and delivered to the Rights
         Agent; and such certificate shall be full authorization and protection
         to the Rights Agent, and the Rights Agent shall incur no liability for
         or in respect of any action taken, suffered or omitted to be taken by
         it in good faith by it under the provisions of this Agreement in
         reliance upon such certificate.

                  (iii) The Rights Agent shall be liable hereunder only for its
         own gross negligence, bad faith or willful misconduct (each as
         determined by a final, non-appealable order, judgment, decree or ruling
         of a court of competent jurisdiction). Anything to the contrary
         notwithstanding, in no event shall the Rights Agent be liable for
         special, punitive, indirect, consequential or incidental loss or damage
         of any kind whatsoever (including but not limited to lost profits),
         even if the Rights Agent has been advised of the likelihood of such
         loss or damage. Any liability of the Rights Agent under this Rights
         Agreement will be limited to the amount of fees paid by the Company to
         the Rights Agent.

                  (iv) The Rights Agent shall not be liable for or by reason of
         any of the statements of fact or recitals contained in this Agreement
         or in the Rights Certificates or be required to verify the same (except
         as to its countersignature on such Rights Certificates), but all such
         statements and recitals are and shall be deemed to have been made by
         the Company only.

                  (v) The Rights Agent shall not be under any responsibility or
         have any liability in respect of the validity of this Agreement or the
         execution and delivery hereof (except the due execution hereof by the
         Rights Agent) or in respect of the validity or execution of any Rights
         Certificate (except its countersignature thereof); nor shall it be
         responsible for any breach by the Company of any covenant or condition
         contained in this Agreement or in any Rights Certificate; nor shall it
         be responsible for any change in

                                     30
<PAGE>

         the exercisability of the Rights (including the Rights becoming null
         and void pursuant to Section 7(e)) or any adjustment required under
         the provisions of Section 11, Section 13 or Section 24 or
         responsible for the manner, method or amount of any such adjustment
         or the ascertaining of the existence of facts that would require any
         such adjustment (except with respect to the exercise of Rights
         evidenced by Rights Certificates after actual notice of any such
         adjustment); nor shall it by any act hereunder be deemed to make any
         representation or warranty as to the authorization or reservation of
         any shares of Common Stock or Preferred Stock to be issued pursuant
         to this Agreement or any Rights Certificate or as to whether any
         shares of Common Stock or Preferred Stock will, when so issued, be
         validly authorized and issued, fully paid and nonassessable.

                  (vi) The Company agrees that it will perform, execute,
         acknowledge and deliver or cause to be performed, executed,
         acknowledged and delivered all such further and other acts, instruments
         and assurances as may reasonably be required by the Rights Agent for
         the carrying out or performing by the Rights Agent of the provisions of
         this Agreement.

                  (vii) The Rights Agent is hereby authorized and directed to
         accept instructions with respect to the performance of its duties
         hereunder from the Chairman of the Board, the President, any Vice
         President, the Secretary, any Assistant Secretary, the Treasurer or any
         Assistant Treasurer of the Company, and to apply to such officers for
         advice or instructions in connection with its duties, and such
         instructions shall be full authorization and protection to the Rights
         Agent and the Rights Agent shall incur no liability for in respect of
         any action taken, suffered or omitted to be taken by it in accordance
         with instructions of any such officer or for any delay in acting while
         waiting for these instructions.

                  (viii) The Rights Agent and any stockholder, director,
         Affiliate, officer or employee of the Rights Agent may buy, sell or
         deal in any of the Rights or other securities of the Company or become
         pecuniarily interested in any transaction in which the Company may be
         interested, or contract with or lend money to the Company or otherwise
         act as fully and freely as though it were not Rights Agent under this
         Agreement. Nothing herein shall preclude the Rights Agent from acting
         in any other capacity for the Company or for any other Person.

                  (ix) The Rights Agent may execute and exercise any of the
         rights or powers hereby vested in it or perform any duty hereunder
         either itself or by or through its attorneys or agents, and the Rights
         Agent shall not be answerable or accountable for any act, default,
         neglect or misconduct of any such attorneys or agents or for any loss
         to the Company resulting from any such act, default, neglect or
         misconduct, absent gross negligence, bad faith or willful misconduct
         (each as determined by a final, non-appealable order, judgment, decree
         or ruling of a court of competent jurisdiction) in the selection and
         continued employment thereof.

                  (x) No provision of this Agreement shall require the Rights
         Agent to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder or in the
         exercise of its rights if there shall be reasonable grounds

                                     31
<PAGE>

         for believing that repayment of such funds or adequate
         indemnification against such risk or liability is not reasonably
         assured to it.

                  (xi) If, with respect to any Rights Certificate surrendered to
         the Rights Agent for exercise or transfer, the certificate attached to
         the form of assignment or form of election to purchase, as the case may
         be, has either not been completed or indicates an affirmative response
         to clause 1 and/or 2 thereof, the Rights Agent shall not take any
         further action with respect to such requested exercise or transfer
         without first consulting with the Company.

                  SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Company, and to
each transfer agent of the Common Stock and Preferred Stock, by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by any registered
holder of a Rights Certificate (who shall, with such notice, submit such
holder's Rights Certificate for inspection by the Company), then any registered
holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall be (i) a
Person organized and doing business under the laws of the United States or of
the State of Illinois or the State of New York (or of any other state of the
United States so long as such Person is authorized to do business in the State
of Illinois or the State of New York), in good standing, having an office or
agency in the State of Illinois or the State of New York, which is authorized
under such laws to exercise stock transfer powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$100,000,000 or (ii) an Affiliate of such Person. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further reasonable assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Rights Certificates. Failure to give any notice provided for in this
Section 21 or any defect therein shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

                  SECTION 22. ISSUANCE OF NEW RIGHTS CERTIFICATES.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option,

                                     32
<PAGE>

issue new Rights Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or change in the
Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Rights Certificates made in accordance with
the provisions of this Agreement. In addition, in connection with the
issuance or sale of shares of Common Stock following the Distribution Date
and prior to the redemption or expiration of the Rights, the Company (a)
shall, with respect to shares of Common Stock so issued or sold pursuant to
the exercise of stock options or under any employee plan or arrangement,
granted or awarded prior to the Distribution Date, or upon the exercise,
conversion or exchange of securities hereinafter issued by the Company, and
(b) may, in any other case, if deemed necessary or appropriate by the Board
of Directors of the Company, issue Rights Certificates representing an
appropriate number of Rights in connection with such issuance or sale;
PROVIDED, HOWEVER, that (i) no such Rights Certificate shall be issued if,
and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax consequences
to the Company or the Person to whom such Rights Certificate would be issued,
and (ii) no such Rights Certificate shall be issued if, and to the extent
that, appropriate adjustment shall otherwise have been made in lieu of the
issuance thereof.

                  SECTION 23.  REDEMPTION AND TERMINATION.

                  (a) The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (i) the Close of Business on the tenth day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the Close of Business on the tenth day
following the Record Date), or (ii) the Final Expiration Date, redeem all but
not less than all of the then outstanding Rights at a redemption price per Right
equal to the product of $.01 multiplied by the number of one one-thousandths of
a share of Preferred Stock for which a Right is then exercisable, as such amount
may be appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). Notwithstanding anything
contained in this Agreement to the contrary, the Rights shall not be exercisable
after the first occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, shares of Class A Common Stock (based
on the "current market price", as defined in Section 11(d)(i), of the Class A
Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors; PROVIDED, HOWEVER, that the
Redemption Price shall first be paid in shares of Class A Common Stock to the
extent of the authorized shares of the Class A Common Stock (excluding all such
shares that are outstanding or reserved for issuance for purposes other than the
exercise of the Rights). The redemption of the Rights by the Board of Directors
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. Promptly after the action of the Board of Directors ordering
the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent

                                     33
<PAGE>

and the holders of the then outstanding Rights by mailing such notice to all
such holders at their last addresses as they appear upon the registry books
of the Rights Agent or, prior to the Distribution Date, on the registry books
of the transfer agent for the Common Stock. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the method by
which the payment of the Redemption Price will be made.

                  SECTION 24.  EXCHANGE.

                  (a) The Board of Directors of the Company may, at its option,
at any time after any Person becomes an Acquiring Person, exchange all or part
of the then outstanding and exercisable Rights (which shall not include Rights
that have become null and void pursuant to the provisions of Section 7(e)) for
shares of Common Stock at an exchange ratio of one share of Class A Common Stock
per Right, 1,800 shares of Class A Common Stock per Class B-1 Right, 1,200
shares of Class A Common Stock per Class B-2 Right, 600 shares of Class A Common
Stock per Class B-3 Right and 100 shares of Class A Common Stock per Class B-4
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such exchange ratios being
hereinafter referred to as the "Class A Exchange Ratio", the "Class B-1 Exchange
Ratio", the "Class B-2 Exchange Ratio", the "Class B-3 Exchange Ratio" and the
"Class B-4 Exchange Ratio" respectively and collectively as the "Exchange
Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock
then outstanding.

                  (b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to subsection (a) of
this Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of the
holders of such Rights shall be to receive that number of shares of Class A
Common Stock equal to the number of such Rights held by such holder multiplied
by the applicable Exchange Ratio. The Company shall promptly give public notice
(with prompt notice thereof to the Rights Agent) of any exchange; PROVIDED,
HOWEVER, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange will state the
method by which the exchange of the Class A Common Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights which
will be exchanged. Any partial exchange will be effected pro rata based on the
number of one one-thousandths represented by the respective Rights (other than
Rights which have become null and void pursuant to the provisions of Section
7(e)) held by each holder of Rights.

                                     34
<PAGE>

                  (c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute shares of Preferred Stock (or equivalent preferred
stock, as such term is defined in paragraph (b) of Section 11) for shares of
Class A Common Stock exchangeable for Rights, at the initial rate of one
one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for
each share of Class A Common Stock, as appropriately adjusted to reflect
adjustments in the voting rights of the Preferred Stock pursuant to the terms
thereof, so that the fraction of a share of Preferred Stock delivered in lieu of
each share of Common Stock shall have the same voting rights as one share of
Common Stock.

                  (d) In the event that there shall not be sufficient shares of
Class A Common Stock issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this Section
24, the Company shall take all such actions as may be necessary to authorize
additional shares of Class A Common Stock for issuance upon exchange of the
Rights.

                  (e) The Company shall not be required to issue fractions of
shares of Class A Common Stock or to distribute certificates which evidence
fractional shares of Class A Common Stock. In lieu of such fractional shares of
Class A Common Stock, there shall be paid to the registered holders of the
Rights Certificates with regard to which such fractional shares of Class A
Common Stock would otherwise be issuable, an amount in cash equal to the same
fraction of the current market value of a whole share of Class A Common Stock.
For the purposes of this subsection (e), the current market value of a whole
share of Class A Common Stock shall be the closing price of a share of Class A
Common Stock (as determined pursuant to the second sentence of Section 11(d)(i))
for the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

                  SECTION 25.  NOTICE OF CERTAIN EVENTS.

                  (a) In case the Company shall propose, at any time after the
Distribution Date, (i) to pay any dividend payable in stock of any class to the
holders of Preferred Stock or to make any other distribution to the holders of
Preferred Stock (other than a regular periodic cash dividend out of earnings or
retained earnings of the Company), or (ii) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (iii) to effect any reclassification of its Preferred
Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any consolidation or
merger into or with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o)), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one transaction or a series of related transactions, of more
than 50% of the assets, cash flow or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o)), or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall give to
the Rights Agent and to each holder of a Rights Certificate, in accordance with
Section 26, a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or

                                     35
<PAGE>

winding up is to take place and the date of participation therein by the
holders of the shares of Preferred Stock, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(i) or (ii) above at least twenty (20) days prior to the record date for
determining holders of the shares of Preferred Stock for purposes of such
action, and in the case of any such other action, at least twenty (20) days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of the shares of Preferred Stock,
whichever shall be the earlier.

                  (b) In case a Section 11(a)(ii) Event shall occur, then, in
any such case, (i) the Company shall as soon as practicable thereafter give to
each holder of a Rights Certificate, to the extent feasible and in accordance
with Section 26, a notice of the occurrence of such event, which shall specify
the event and the consequences of the event to holders of Rights under Section
11(a)(ii), and (ii) all references in the preceding paragraph to Preferred Stock
shall be deemed thereafter to refer to Common Stock and/or, if appropriate,
other securities.

                  SECTION 26. NOTICES. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) or by facsimile transmission as follows:

                  Chicago Mercantile Exchange Inc.
                  30 South Wacker Drive
                  Chicago, Illinois  60606
                  Attention:  General Counsel
                  Facsimile No.:  (312) 930-3323

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) or by facsimile transmission as follows:


                  Mellon Investor Services LLC
                  150 North Wacker Drive, Suite 2120
                  Chicago, IL  60606
                  Attention:  Relationship Manager
                  Facsimile No.:  (312) 704-7111

         with a copy to:

                  Mellon Investor Services LLC
                  85 Challenger Road
                  Ridgefield Park, NJ  07660
                  Attention:  General Counsel
                  Facsimile No.:  (201) 296-4004

                                     36
<PAGE>

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

                  SECTION 27. SUPPLEMENTS AND AMENDMENTS. The Company may from
time to time supplement or amend this Agreement, subject to the other provisions
of this Section, without the approval of any holders of Rights Certificates in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to the Rights which the Company may
deem necessary or desirable, any such supplement or amendment to be evidenced by
a writing signed by the Company and the Rights Agent, and provided, such
supplement or amendment does not change or increase the Rights Agent's rights,
duties, liabilities or obligations unless such changes in the Rights Agent's
rights, duties, liabilities and obligations are specifically set forth in such
supplement or amendment and agreed to in writing by the Rights Agent; PROVIDED,
HOWEVER, that from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which would adversely
affect the interests of the holders of Rights. Prior to signing any such
amendments, the Company shall provide the Rights Agent with a certificate from
an appropriate officer of the Company which states that the proposed amendment
is in compliance with the terms of this Section 27. Prior to the Distribution
Date, the interest of the holders of Rights shall be deemed coincident with the
interests of the holders of Common Stock. Without limiting the foregoing, the
Company may at any time prior to such time as any Person becomes an Acquiring
Person amend this Agreement to lower the thresholds set forth in Sections 1(a)
and 3(a) to a percentage that (subject to exceptions for specified Persons or
groups excepted from the definition of "Acquiring Person") is not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
shares of Common Stock then known by the Company to be beneficially owned by any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, any Person
organized, appointed or established by the Company for or pursuant to the terms
of any such plan or, to the extent excepted from the definition of "Acquiring
Person", other specified Persons or groups) and (ii) 10.0%.

                  SECTION 28. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  SECTION 29. DETERMINATION AND ACTIONS BY THE BOARD OF
DIRECTORS, ETC. For all purposes of this Agreement, any calculation of the
number of shares of Common Stock or any other class of stock outstanding at any
particular time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(l)(i)
of the General Rules and Regulations under the Exchange Act. The Board of
Directors of the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors of the Company or to the Company, or as may be
necessary or advisable in the administration of this Agreement,

                                     37
<PAGE>

including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including,
but not limited to, a determination to redeem or not redeem the Rights or to
amend this Agreement). All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions
with respect to the foregoing) which are done or made by the Board of
Directors of the Company in good faith shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other Persons, and (y) not subject the Board of Directors of the Company to
any liability to the holders of the Rights. The Rights Agent shall always be
entitled to assume that the Company's Board of Directors acted in good faith
and shall be fully protected and incur no liability in reliance thereon.

                  SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Distribution Date, registered holders of the Common Stock) any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).

                  SECTION 31. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
PROVIDED, HOWEVER, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 shall
be reinstated (with prompt notice to the Rights Agent) and shall not expire
until the Close of Business on the tenth day following the date of such
determination by the Board of Directors of the Company.

                  SECTION 32. GOVERNING LAW. This Agreement, each Right and each
Rights Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State; PROVIDED, HOWEVER, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.

                  SECTION 33. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                                     38
<PAGE>

                  SECTION 34. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.


                                     39
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

Attest:                                CHICAGO MERCANTILE EXCHANGE INC.


By:                                    By:
    ----------------------------           ----------------------------
    Name:                                  Name:
    Title:                                 Title:


Attest:                                MELLON INVESTOR SERVICES LLC


By: /s/  Georg Drake                   By: /s/  Patricia Trevino
    ----------------------------           ----------------------------
    Name:  Georg Drake                     Name:  Patricia Trevino
    Title:  Assistant Vice President       Title:  Vice President - Regional
                                                   Manager


                                     40

<PAGE>

                                                                     EXHIBIT A





                           CERTIFICATE OF DESIGNATION
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                        CHICAGO MERCANTILE EXCHANGE INC.


                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE



                  The undersigned do hereby certify that the following
resolution was duly adopted by the Board of Directors of Chicago Mercantile
Exchange Inc., a Delaware corporation (the "Corporation"), on March 7, 2001:

                  RESOLVED, that pursuant to the authority vested in the board
of directors of the Corporation by the Restated Certificate of Incorporation
(the "Charter"), the Board of Directors does hereby create, authorize and
provide for the issue of a series of Preferred Stock, par value $0.01 per share,
of the Corporation, to be designated "Series A Junior Participating Preferred
Stock" (hereinafter referred to as the "Series A Preferred Stock"), initially
consisting of 103,000 shares, and to the extent that the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations or restrictions of the Series A Preferred Stock are not stated and
expressed in the Charter, does hereby fix and herein state and express such
designations, powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions thereof, as follows (all terms used
herein which are defined in the Charter shall be deemed to have the meanings
provided therein):

                  SECTION 1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 103,000.

                  SECTION 2.  DIVIDENDS AND DISTRIBUTIONS.

                  (A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to dividends, the holders of
shares of Series A Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first business day of
January, April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a

                                      A-1
<PAGE>

share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times
the aggregate per share amount of all cash dividends, plus 1,000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in shares of Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock"), or a
subdivision of the outstanding shares of Class A Common Stock (by
reclassification or otherwise), declared on the Class A Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after March 7, 2001 (the "Rights Declaration
Date") (i) declare any dividend on Class A Class A Common Stock payable in
shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common
Stock, or (iii) combine the outstanding Class A Common Stock into a smaller
number of shares, then in each case the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Class
A Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Class A Common Stock that were
outstanding immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Class A Common Stock (other
than a dividend payable in shares of Class A Common Stock); PROVIDED, HOWEVER,
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, subject to the prior and
superior rights of the holders of any shares of any series of Preferred Stock
ranking prior to and superior to the shares of Series A Preferred Stock with
respect to dividends, a dividend of $.01 per share on the Series A Preferred
Stock shall nevertheless by payable on such subsequent Quarterly Dividend
Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution

                                      A-2
<PAGE>

declared thereon, which record date shall be no more than 60 days prior to
the date fixed for the payment thereof.

                  SECTION 3.  VOTING RIGHTS.

                  The holders of shares of Series A Preferred Stock shall have
the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Class A Common Stock payable in
shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common
Stock, or (iii) combine the outstanding Class A Common Stock into a smaller
number of shares, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Class A Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Class A Common Stock that were outstanding immediately prior to such
event.

                  (B) Except as otherwise provided herein or by law, the holders
of shares of Series A Preferred Stock and the holders of shares of Class A
Common Stock and the holders of the Class B Common Stock, par value $.01 per
share (the "Class B Common Stock", with the Class A Common Stock and the Class B
Common Stock together the "Common Stock") shall vote collectively as one class
on all matters submitted to a vote of stockholders of the Corporation.

                  (C) (i) If at any time dividends on any Series A Preferred
Stock shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of a period
(herein called a "default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend periods and for
the current quarterly dividend period on all shares of Series A Preferred Stock
then outstanding shall have been declared and paid or set apart for payment.
During each default period, all holders of Preferred Stock (including holders of
the Series A Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.

                  (ii) During any default period, such voting right of the
         holders of Series A Preferred Stock may be exercised initially at a
         special meeting called pursuant to subparagraph (iii) of this Section
         3(C) or at any annual meeting of stockholders, and thereafter at annual
         meetings of stockholders, provided that such voting right shall not be
         exercised unless the holders of ten percent (10%) in number of shares
         of Preferred Stock outstanding shall be present in person or by proxy.
         The absence of a quorum of the holders of Common Stock shall not affect
         the exercise by the holders of Preferred Stock of such voting rights.
         At any meeting at which the holders of Preferred Stock shall exercise
         such voting right initially during an existing default period, they
         shall have the right, voting as a class, to elect Directors to fill
         such vacancies, if any, in the Board of Directors as may then exist up
         to two (2) Directors or, if such right is exercised at an

                                      A-3
<PAGE>

         annual meeting, to elect two (2) Directors. If the number which may
         be so elected at any special meeting does not amount to the required
         number, the holders of the Preferred Stock shall have the right to
         make such increase in the number of Directors as shall be necessary
         to permit the election by them of the required number. After the
         holders of the Preferred Stock shall have exercised their right to
         elect Directors in any default period and during the continuance of
         such period, the number of Directors shall not be increased or
         decreased except by vote of the holders of Preferred Stock as herein
         provided or pursuant to the rights of any equity securities ranking
         senior to or PARI PASSU with the Series A Preferred Stock.

                  (iii) Unless the holders of Preferred Stock shall, during an
         existing default period, have previously exercised their right to elect
         Directors, the Board of Directors may order, or any stockholder or
         stockholders owning in the aggregate not less than ten percent (10%) of
         the total number of shares of Preferred Stock outstanding, irrespective
         of series, may request, the calling of special meeting of the holders
         of Preferred Stock, which meeting shall thereupon be called by the
         Chairman of the Board, the President, a Vice President or the Secretary
         of the Corporation. Notice of such meeting and of any annual meeting at
         which holders of Preferred Stock are entitled to vote pursuant to this
         paragraph (C)(iii) shall be given to each holder of record of Preferred
         Stock by mailing a copy of such notice to him or her at his or her last
         address as the same appears on the books of the Corporation. Such
         meeting shall be called for a time not earlier than 10 days and not
         later than 60 days after such order or request, or in default of the
         calling of such meeting within 60 days after such order or request,
         such meeting may be called on similar notice by any stockholder or
         stockholders owning in the aggregate not less than ten percent (10%) of
         the total number of shares of Preferred Stock outstanding.
         Notwithstanding the provisions of this paragraph (C)(iii), no such
         special meeting shall be called during the period within 60 days
         immediately preceding the date fixed for the next annual meeting of the
         stockholders.

                  (iv) In any default period, the holders of Common Stock, and,
         if applicable, other classes of capital stock of the Corporation, shall
         continue to be entitled to elect the whole number of Directors until
         the holders of Preferred Stock shall have exercised their right to
         elect two (2) Directors voting as a class, after the exercise of which
         right (x) the Directors so elected by the holders of Preferred Stock
         shall continue in office until their successors shall have been elected
         by such holders or until the expiration of the default period, and (y)
         any vacancy in the Board of Directors may (except as provided in
         paragraph (C)(ii) of this Section 3) be filled by vote of a majority of
         the remaining Directors theretofore elected by the holders of the class
         of capital stock which elected the Director whose office shall have
         become vacant. References in this paragraph (C) to Directors elected by
         the holders of a particular class of stock shall include Directors
         appointed by such Directors to fill vacancies as provided in clause (y)
         of the foregoing sentence.

                  (v) Immediately upon the expiration of a default period, (x)
         the right of the holders of Preferred Stock as a class to elect
         Directors shall cease, (y) the term of any Directors elected by the
         holders of Preferred Stock as a class shall terminate, and (z) the
         number of Directors shall be such number as may be provided for in the
         restated certificate of incorporation or by-laws irrespective of any
         increase made pursuant to the

                                      A-4
<PAGE>

         provisions of paragraph (C)(ii) of this Section 3 (such number being
         subject, however, to change thereafter in any manner provided by law
         or in the restated certificate of incorporation or by-laws). Any
         vacancies in the Board of Directors effected by the provisions of
         clauses (y) and (z) in the preceding sentence may be filled by a
         majority of the remaining Directors.

                  (D) Except as set forth herein, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.

                  SECTION 4.  CERTAIN RESTRICTIONS.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                  (i) declare or pay dividends on, make any other distributions
         on, or redeem or purchase or otherwise acquire for consideration any
         shares of capital stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series A Preferred
         Stock;

                  (ii) declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series A Preferred Stock, except dividends paid ratably on the Series A
         Preferred Stock and all such parity stock on which dividends are
         payable or in arrears in proportion to the total amounts to which the
         holders of all such shares are then entitled;

                  (iii) redeem or purchase or otherwise acquire for
         consideration shares of any capital stock ranking on a parity (either
         as to dividends or upon liquidation, dissolution or winding up) with
         the Series A Preferred Stock, provided that the Corporation may at any
         time redeem, purchase or otherwise acquire shares of any such parity
         stock in exchange for shares of any capital stock of the Corporation
         ranking junior (either as to dividends or upon dissolution, liquidation
         or winding up) to the Series A Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
         shares of Series A Preferred Stock, or any shares of capital stock
         ranking on a parity with the Series A Preferred Stock, except in
         accordance with a purchase offer made in writing or by publication (as
         determined by the Board of Directors) to all holders of such shares
         upon such terms as the Board of Directors, after consideration of the
         respective annual dividend rates and other relative rights and
         preferences of the respective series and classes, shall determine in
         good faith will result in fair and equitable treatment among the
         respective series or classes.

                                      A-5
<PAGE>

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

                  SECTION 5.  REACQUIRED SHARES.

                  Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

                  SECTION 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $1,000 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment
(the "Series A Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of both classes of Common Stock shall have received an
amount per share on a Share Equivalent Basis (as defined in the Charter) (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Preferred Stock and Common Stock, respectively,
and the payment of liquidation preferences of all other shares of capital stock
which rank prior to or on a parity with Series A Preferred Stock, holders of
Series A Preferred Stock and holders of shares of both classes of Common Stock
shall receive their ratable and proportionate share of the remaining assets to
be distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a Share Equivalent Basis, respectively.

                  (B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, which rank on a parity with the Series A Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of both classes of Common Stock.

                                      A-6
<PAGE>

                  (C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Class A Common Stock payable
in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common
Stock, or (iii) combine the outstanding Class A Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of shares of Class A
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Class A Common Stock that were outstanding
immediately prior to such event.

                  SECTION 7.  CONSOLIDATION, MERGER, ETC.

                  In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Class A Common
Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the shares of Series A Preferred Stock
shall at the same time be similarly exchanged or changed into an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to
1,000 times the aggregate amount of capital stock, securities, cash and/or any
other property (payable in kind), as the case may be, for which or into which
each share of Class A Common Stock is exchanged or changed. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii)
subdivide the outstanding Class A Common Stock, or (iii) combine the outstanding
Class A Common Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Class A Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Class A Common Stock that were
outstanding immediately prior to such event.

                  SECTION 8.  NO REDEMPTION.

                  The shares of Series A Preferred Stock shall not be
redeemable.

                  SECTION 9.  RANKING.

                  The Series A Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, whether or not upon the dissolution, liquidation or
winding up of the Corporation, unless the terms of any such series shall provide
otherwise.

                  SECTION 10.  AMENDMENT.

                  The Charter shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of a majority of the outstanding shares of Series A
Preferred Stock, voting separately as a class.

                                      A-7
<PAGE>

                  SECTION 11.  FRACTIONAL SHARES.

                  Series A Preferred Stock may be issued in fractions of a share
which shall entitle the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Preferred Stock.



                                      A-8
<PAGE>



                  IN WITNESS WHEREOF, Chicago Mercantile Exchange Inc. has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by , its , and the same to be attested to by ____________________,
its ____________________, this ____ day of March, 2001.


                                        CHICAGO MERCANTILE EXCHANGE INC.


                                        By:__________________________________
                                            Name:
                                            Title:

(Corporate Seal)

Attest:




___________________________________



                                      A-9

<PAGE>

                                                                 EXHIBIT B


                      [Form of Class A Rights Certificate]

Certificate No. R-                                           _______ Rights


NOT EXERCISABLE AFTER MARCH 15, 2011 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
(AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]*

-----------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.

                                     B-1

<PAGE>


                           Class A Rights Certificate


                        CHICAGO MERCANTILE EXCHANGE INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 7, 2001 (the "Rights Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent"), to purchase from the Company at any time prior to
5:00 P.M. (Chicago, Illinois time) on March 15, 2011 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
one one-thousandth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $___ per one one-thousandth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Class A Rights evidenced by this Class A Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ________ __, ____, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that, upon any exercise of Class A Rights, a number of Class A
Rights be exercised so that only whole shares of Preferred Stock will be issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class A Rights evidenced by this
Class A Rights Certificate are beneficially owned by (i) an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person (or any Affiliate or Associate thereof) to holders of equity
interests in such Acquiring Person (or any Affiliate or Associate thereof) or to
any Person with whom the Acquiring Person (or any Affiliate or Associate
thereof) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the
Company has determined is part of an agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 7(e) of the
Rights Agreement, such Class A Rights shall become null and void and no holder
hereof shall have any right with respect to such Class A Rights from and after
the occurrence of such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class A Rights evidenced by this Class A
Rights Certificate are subject to modification and adjustment upon the happening
of certain events, including Triggering Events.

                                     B-2

<PAGE>

                  This Class A Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2
Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Class A Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
office of the Company and are also available upon written request to the
Company.


                  This Class A Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Class A Rights
Certificate or Class A Rights Certificates of like tenor and date evidencing
Class A Rights entitling the holder to purchase a like aggregate number of one
one-thousandths of a share of Preferred Stock as the Class A Rights evidenced by
the Class A Rights Certificates surrendered shall have entitled such holder to
purchase. If this Class A Rights Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Class A Rights
Certificate or Class A Rights Certificates for the number of whole Class A
Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class A
Rights evidenced by this Class A Rights Certificate may, in each case at the
option of the Company, be (i) redeemed by the Company at its option at a
redemption price of $..01 per Right or (ii) exchanged in whole or in part for
shares of Class A Common Stock or other securities of the Company. Immediately
upon the action of the Board of Directors of the Company authorizing redemption,
the Class A Rights will terminate and the only right of the holders of Class A
Rights will be to receive the redemption price.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class A Right or Class A Rights evidenced hereby (other than
fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class A Rights Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the holder of shares
of Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class A Right or Class A Rights evidenced by
this Class A Rights Certificate shall have been exercised as provided in the
Rights Agreement.

                                     B-3

<PAGE>

                  This Class A Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned manually or by
facsimile signature by the Rights Agent.

                                     B-4

<PAGE>


                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of ______________, _____

ATTEST:                             CHICAGO MERCANTILE EXCHANGE INC.

______________________________      By:_________________________________
         Secretary                  Name:
                                    Title:

Countersigned:


MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT


By:___________________________
     Authorized Signature

                                     B-5

<PAGE>


            [Form of Reverse Side of Class A Rights Certificate]

                             FORM OF ASSIGNMENT

              (To be executed by the registered holder if such
        holder desires to transfer the Class A Rights Certificate.)


FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto_______________________________________________
_________________________________________________________________________
                  (Please print name and address of transferee)
this Class A Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ Attorney,
to transfer the within Class A Rights Certificate on the books of the
within-named Company, with full power of substitution.

Dated: _______, _____

                                             -----------------------------
                                                      Signature

Signature Guaranteed:

                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Class A Rights Certificate [ ] is [ ] is not being
         sold, assigned and transferred by or on behalf of a Person who is or
         was an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person (as such terms are defined pursuant to the Rights Agreement);

                  (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Class A Rights
         evidenced by this Class A Rights Certificate from any Person who is,
         was or subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated: _______,                                   _____________________________
                                                  Signature

Signature Guaranteed:

                                     B-6

<PAGE>

                                     NOTICE


                  The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Class A Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise Rights represented by the
Rights Certificate.)

TO:  CHICAGO MERCANTILE EXCHANGE INC.

                  The undersigned hereby irrevocably elects to exercise ______
Class A Rights represented by this Class A Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of the Class A Rights (or
such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class A Rights) and requests that certificates
for such shares (or other securities) be issued in the name of and delivered to:

Please insert social security
or other identifying number: ______________________

----------------------------------------------------------------
                (Please print name and address)

----------------------------------------------------------------

                  If such number of Class A Rights shall not be all the Class A
Rights evidenced by this Rights Certificate, a new Class A Rights Certificate
for the balance of such Class A Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number: ______________________

-----------------------------------------------------------------
                  (Please print name and address)

-----------------------------------------------------------------

Dated:  _____________, ____

      ----------------------------------------
                             Signature

Signature Guaranteed:


                                     B-7

<PAGE>
                               Class A Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class A Rights evidenced by this Class A Rights
      Certificate [ ] are [ ] are not being exercised by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of
      an Acquiring Person (as such terms are defined pursuant to the Rights
      Agreement);

                  (2) after due inquiry and to the best knowledge of the
      undersigned, it [ ] did [ ] did not acquire the Class A Rights evidenced
      by this Class A Rights Certificate from any Person who is, was or became
      an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: _________,                   __________________________________
                                                Signature

Signature Guaranteed:


                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class A
Rights Certificate in every particular, without alteration or enlargement or any
change whatsoever.

                                     B-8
<PAGE>

                                                                     EXHIBIT C


                     [Form of Class B-1 Rights Certificate]

Certificate No. R-                                            _________ Rights


NOT EXERCISABLE AFTER MARCH 15, 2011 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$18.00 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*


-----------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.

                                     C-1

<PAGE>

                          Class B-1 Rights Certificate


                       CHICAGO MERCANTILE EXCHANGE INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 7, 2001 (the "Rights Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent"), to purchase from the Company at any time prior to
5:00 P.M. (Chicago, Illinois time) on March 15, 2011 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
_____ one-thousandth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $___ per one one-thousandth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Class B-1 Rights evidenced by this Class B-1 Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ________ __, ____, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that, upon any exercise of Class B-1 Rights, a number of Class
B-1 Rights be exercised so that only whole shares of Preferred Stock will be
issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class B-1 Rights evidenced by this
Class B-1 Rights Certificate are beneficially owned by (i) an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person (or any Affiliate or Associate thereof) to holders of equity
interests in such Acquiring Person (or any Affiliate or Associate thereof) or to
any Person with whom the Acquiring Person (or any Affiliate or Associate
thereof) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the
Company has determined is part of an agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 7(e) of the
Rights Agreement, such Class B-1 Rights shall become null and void and no holder
hereof shall have any right with respect to such Class B-1 Rights from and after
the occurrence of such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class B-1 Rights evidenced by this Class
B-1 Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events.

                                     C-2

<PAGE>

                  This Class B-1 Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2
Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Class B-1 Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
office of the Company and are also available upon written request to the
Company.

                  This Class B-1 Rights Certificate, with or without other
Rights Certificates, upon surrender at the principal office or offices of the
Rights Agent designated for such purpose, may be exchanged for another Class B-1
Rights Certificate or Class B-1 Rights Certificates of like tenor and date
evidencing Class B-1 Rights entitling the holder to purchase a like aggregate
number of one one-thousandths of a share of Preferred Stock as the Class B-1
Rights evidenced by the Class B-1 Rights Certificates surrendered shall have
entitled such holder to purchase. If this Class B-1 Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Class B-1 Rights Certificate or Class B-1 Rights Certificates for the
number of whole Class B-1 Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class
B-1 Rights evidenced by this Class B-1 Rights Certificate may, in each case at
the option of the Company, be (i) redeemed by the Company at its option at a
redemption price of $18.00 per Right or (ii) exchanged in whole or in part for
shares of Class A Common Stock or other securities of the Company. Immediately
upon the action of the Board of Directors of the Company authorizing redemption,
the Class B-1 Rights will terminate and the only right of the holders of Class
B-1 Rights will be to receive the redemption price.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class B-1 Right or Class B-1 Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class B-1 Rights Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B-1 Right or Class B-1 Rights evidenced by
this Class B-1 Rights Certificate shall have been exercised as provided in the
Rights Agreement.

                                     C-3

<PAGE>

                  This Class B-1 Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned manually or by
facsimile signature by the Rights Agent.

                                     C-4

<PAGE>
                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of _______________, ____

ATTEST:                             CHICAGO MERCANTILE EXCHANGE INC.

______________________________      By:_________________________________
         Secretary                  Name:
                                    Title:

Countersigned:


MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT


By:___________________________
     Authorized Signature

                                     C-5

<PAGE>


             [Form of Reverse Side of Class B-1 Rights Certificate]

                               FORM OF ASSIGNMENT

                  (To be executed by the registered holder if such holder
desires to transfer the Class B-1 Rights Certificate.)



FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto_______________________________________________
_________________________________________________________________________
                (Please print name and address of transferee)
this Class B-1 Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ Attorney,
to transfer the within Class B-1 Rights Certificate on the books of the
within-named Company, with full power of substitution.

Dated: ______________, ____

                                                 -----------------------------
                                                 Signature

Signature Guaranteed:


                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Class B-1 Rights Certificate [ ] is [ ] is not being
         sold, assigned and transferred by or on behalf of a Person who is or
         was an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person (as such terms are defined pursuant to the Rights Agreement);

                  (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Class B-1 Rights
         evidenced by this Class B-1 Rights Certificate from any Person who is,
         was or subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated: _____________, _____                        ____________________________
                                                   Signature

Signature Guaranteed:

                                     C-6

<PAGE>

                                     NOTICE


                  The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Class B-1 Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise Rights represented by the
Rights Certificate.)

TO:  CHICAGO MERCANTILE EXCHANGE INC.

                  The undersigned hereby irrevocably elects to exercise ______
Class B-1 Rights represented by this Class B-1 Rights Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of the Class B-1 Rights
(or such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class B-1 Rights) and requests that
certificates for such shares (or other securities) be issued in the name of and
delivered to:

Please insert social security
or other identifying number: ______________________

----------------------------------------------------------------
                (Please print name and address)

----------------------------------------------------------------

                  If such number of Class B-1 Rights shall not be all the Class
B-1 Rights evidenced by this Rights Certificate, a new Class B-1 Rights
Certificate for the balance of such Class B-1 Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number: ______________________

-----------------------------------------------------------------
                (Please print name and address)

-----------------------------------------------------------------

Dated:  _________________, _____

      ----------------------------------------
                         Signature

Signature Guaranteed:


                                     C-7

<PAGE>


                              Class B-1 Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class B-1 Rights evidenced by this Class B-1 Rights
      Certificate [ ] are [ ] are not being exercised by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of
      an Acquiring Person (as such terms are defined pursuant to the Rights
      Agreement);

                  (2) after due inquiry and to the best knowledge of the
      undersigned, it [ ] did [ ] did not acquire the Class B-1 Rights evidenced
      by this Class B-1 Rights Certificate from any Person who is, was or became
      an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: _________,          __________________________________
                                      Signature

Signature Guaranteed:


                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class
B-1 Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever.

                                     C-8

<PAGE>



                                    EXHIBIT D


                     [Form of Class B-2 Rights Certificate]

Certificate No. R-                                            __________ Rights


NOT EXERCISABLE AFTER ________ __, 2011 OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $12.00 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*

-----------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.

                                     D-1

<PAGE>


                          Class B-2 Rights Certificate


                        CHICAGO MERCANTILE EXCHANGE INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 7, 2001 (the "Rights Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent"), to purchase from the Company at any time prior to
5:00 P.M. (Chicago, Illinois time) on March 15, 2011 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
1,200 one-thousandths of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $___ per one one-thousandth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Class B-2 Rights evidenced by this Class B-2 Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ________ __, ____, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that, upon any exercise of Class B-2 Rights, a number of Class
B-2 Rights be exercised so that only whole shares of Preferred Stock will be
issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class B-2 Rights evidenced by this
Class B-2 Rights Certificate are beneficially owned by (i) an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person (or any Affiliate or Associate thereof) to holders of equity
interests in such Acquiring Person (or any Affiliate or Associate thereof) or to
any Person with whom the Acquiring Person (or any Affiliate or Associate
thereof) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the
Company has determined is part of an agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 7(e) of the
Rights Agreement, such Class B-2 Rights shall become null and void and no holder
hereof shall have any right with respect to such Class B-2 Rights from and after
the occurrence of such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class B-2 Rights evidenced by this Class
B-2 Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events.

                                     D-2

<PAGE>

                  This Class B-2 Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2
Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Class B-2 Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
office of the Company and are also available upon written request to the
Company.

                  This Class B-2 Rights Certificate, with or without other
Rights Certificates, upon surrender at the principal office or offices of the
Rights Agent designated for such purpose, may be exchanged for another Class B-2
Rights Certificate or Class B-2 Rights Certificates of like tenor and date
evidencing Class B-2 Rights entitling the holder to purchase a like aggregate
number of one one-thousandths of a share of Preferred Stock as the Class B-2
Rights evidenced by the Class B-2 Rights Certificates surrendered shall have
entitled such holder to purchase. If this Class B-2 Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Class B-2 Rights Certificate or Class B-2 Rights Certificates for the
number of whole Class B-2 Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class
B-2 Rights evidenced by this Class B-2 Rights Certificate may, in each case at
the option of the Company, be (i) redeemed by the Company at its option at a
redemption price of $12.00 per Right or (ii) exchanged in whole or in part for
shares of Class A Common Stock or other securities of the Company. Immediately
upon the action of the Board of Directors of the Company authorizing redemption,
the Class B-2 Rights will terminate and the only right of the holders of Class
B-2 Rights will be to receive the redemption price.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class B-2 Right or Class B-2 Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class B-2 Rights Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B-2 Right or Class B-2 Rights evidenced by
this Class B-2 Rights Certificate shall have been exercised as provided in the
Rights Agreement.

                                     D-3

<PAGE>

                  This Class B-2 Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned manually or by
facsimile signature by the Rights Agent.

                                     D-4

<PAGE>


                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of _______________, ____

ATTEST:                             CHICAGO MERCANTILE EXCHANGE INC.

______________________________      By:_________________________________
         Secretary                  Name:
                                    Title:

Countersigned:


MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT


By:___________________________
     Authorized Signature

                                     D-5

<PAGE>


           [Form of Reverse Side of Class B-2 Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
         holder desires to transfer the Class B-2 Rights Certificate.)



FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto________________________________________________
__________________________________________________________________________
                (Please print name and address of transferee)
this Class B-2 Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ Attorney,
to transfer the within Class B-2 Rights Certificate on the books of the
within-named Company, with full power of substitution.

Dated: ______________, ____

                                                 -----------------------------
                                                           Signature

Signature Guaranteed:

                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Class B-2 Rights Certificate [ ] is [ ] is not being
         sold, assigned and transferred by or on behalf of a Person who is or
         was an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person (as such terms are defined pursuant to the Rights Agreement);

                  (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Class B-2 Rights
         evidenced by this Class B-2 Rights Certificate from any Person who is,
         was or subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated: ______________, ____                     ____________________________
                                                        Signature

Signature Guaranteed:


                                     D-6

<PAGE>


                                     NOTICE


                  The signature to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this Class B-2 Rights
Certificate in every particular, without alteration or enlargement or any
change whatsoever.

                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise Rights represented by the
Rights Certificate.)

TO:  CHICAGO MERCANTILE EXCHANGE INC.

                  The undersigned hereby irrevocably elects to exercise ______
Class B-2 Rights represented by this Class B-2 Rights Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of the Class B-2 Rights
(or such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class B-2 Rights) and requests that
certificates for such shares (or other securities) be issued in the name of and
delivered to:

Please insert social security
or other identifying number: ______________________

----------------------------------------------------------------
                 (Please print name and address)

----------------------------------------------------------------

                  If such number of Class B-2 Rights shall not be all the Class
B-2 Rights evidenced by this Rights Certificate, a new Class B-2 Rights
Certificate for the balance of such Class B-2 Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number: ______________________

-----------------------------------------------------------------
                 (Please print name and address)

-----------------------------------------------------------------

Dated:  _________________, _____

      ----------------------------------------
                      Signature

Signature Guaranteed:

                                     D-7

<PAGE>


                              Class B-2 Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class B-2 Rights evidenced by this Class B-2 Rights
      Certificate [ ] are [ ] are not being exercised by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of
      an Acquiring Person (as such terms are defined pursuant to the Rights
      Agreement);

                  (2) after due inquiry and to the best knowledge of the
      undersigned, it [ ] did [ ] did not acquire the Class B-2 Rights evidenced
      by this Class B-2 Rights Certificate from any Person who is, was or became
      an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ______________, ____         __________________________________
                                               Signature

Signature Guaranteed:


                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class
B-2 Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever.

                                     D-8


<PAGE>

                                                                 EXHIBIT E


                     [Form of Class B-3 Rights Certificate]

Certificate No. R-                                             ________ Rights


NOT EXERCISABLE AFTER ________ __, 2011 OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $6.00 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A
PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
AGREEMENT.]*

-----------
* The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.



                                     E-1

<PAGE>


                          Class B-3 Rights Certificate


                        CHICAGO MERCANTILE EXCHANGE INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 7, 2001 (the "Rights Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent"), to purchase from the Company at any time prior to
5:00 P.M. (Chicago, Illinois time) on March 15, 2011 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
_____ one-thousandth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $___ per one one-thousandth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Class B-3 Rights evidenced by this Class B-3 Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ________ __, ____, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that, upon any exercise of Class B-3 Rights, a number of Class
B-3 Rights be exercised so that only whole shares of Preferred Stock will be
issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class B-3 Rights evidenced by this
Class B-3 Rights Certificate are beneficially owned by (i) an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person (or any Affiliate or Associate thereof) to holders of equity
interests in such Acquiring Person (or any Affiliate or Associate thereof) or to
any Person with whom the Acquiring Person (or any Affiliate or Associate
thereof) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the
Company has determined is part of an agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 7(e) of the
Rights Agreement, such Class B-3 Rights shall become null and void and no holder
hereof shall have any right with respect to such Class B-3 Rights from and after
the occurrence of such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class B-3 Rights evidenced by this Class
B-3 Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events.

                                     E-2

<PAGE>

                  This Class B-3 Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2
Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Class B-3 Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
office of the Company and are also available upon written request to the
Company.

                  This Class B-3 Rights Certificate, with or without other
Rights Certificates, upon surrender at the principal office or offices of the
Rights Agent designated for such purpose, may be exchanged for another Class B-3
Rights Certificate or Class B-3 Rights Certificates of like tenor and date
evidencing Class B-3 Rights entitling the holder to purchase a like aggregate
number of one one-thousandths of a share of Preferred Stock as the Class B-3
Rights evidenced by the Class B-3 Rights Certificates surrendered shall have
entitled such holder to purchase. If this Class B-3 Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Class B-3 Rights Certificate or Class B-3 Rights Certificates for the
number of whole Class B-3 Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class
B-3 Rights evidenced by this Class B-3 Rights Certificate may, in each case at
the option of the Company, be (i) redeemed by the Company at its option at a
redemption price of $6.00 per Right or (ii) exchanged in whole or in part for
shares of Class A Common Stock or other securities of the Company. Immediately
upon the action of the Board of Directors of the Company authorizing redemption,
the Class B-3 Rights will terminate and the only right of the holders of Class
B-3 Rights will be to receive the redemption price.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class B-3 Right or Class B-3 Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class B-3 Rights Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B-3 Right or Class B-3 Rights evidenced by
this Class B-3 Rights Certificate shall have been exercised as provided in the
Rights Agreement.

                                     E-3

<PAGE>


                  This Class B-3 Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned manually or by
facsimile signature by the Rights Agent.

                                     E-4

<PAGE>

                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of _______________, ____

ATTEST:                             CHICAGO MERCANTILE EXCHANGE INC.

______________________________      By:_________________________________
         Secretary                  Name:
                                    Title:

Countersigned:


MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT


By:___________________________
     Authorized Signature

                                     E-5

<PAGE>

              [Form of Reverse Side of Class B-3 Rights Certificate]

                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
          holder desires to transfer the Class B-3 Rights Certificate.)



FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto_______________________________________________
_________________________________________________________________________
                  (Please print name and address of transferee)
this Class B-3 Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ Attorney,
to transfer the within Class B-3 Rights Certificate on the books of the
within-named Company, with full power of substitution.

Dated: ______________, ____

                                                  -----------------------------
                                                        Signature

Signature Guaranteed:

                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Class B-3 Rights Certificate [ ] is [ ] is not being
         sold, assigned and transferred by or on behalf of a Person who is or
         was an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person (as such terms are defined pursuant to the Rights Agreement);

                  (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Class B-3 Rights
         evidenced by this Class B-3 Rights Certificate from any Person who is,
         was or subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated: ______________, ____                 ____________________________
                                                        Signature

Signature Guaranteed:


                                     E-6

<PAGE>


                                     NOTICE


                  The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Class B-3 Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise Rights represented by the
Rights Certificate.)

TO:  CHICAGO MERCANTILE EXCHANGE INC.

                  The undersigned hereby irrevocably elects to exercise ______
Class B-3 Rights represented by this Class B-3 Rights Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of the Class B-3 Rights
(or such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class B-3 Rights) and requests that
certificates for such shares (or other securities) be issued in the name of and
delivered to:

Please insert social security
or other identifying number: ______________________

----------------------------------------------------------------
                  (Please print name and address)

----------------------------------------------------------------

                  If such number of Class B-3 Rights shall not be all the Class
B-3 Rights evidenced by this Rights Certificate, a new Class B-3 Rights
Certificate for the balance of such Class B-3 Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number: ______________________

-----------------------------------------------------------------
                  (Please print name and address)

-----------------------------------------------------------------

Dated:  _________________, _____

      ----------------------------------------
                                            Signature

Signature Guaranteed:

                                     E-7

<PAGE>


                              Class B-3 Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class B-3 Rights evidenced by this Class B-3 Rights
      Certificate [ ] are [ ] are not being exercised by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of
      an Acquiring Person (as such terms are defined pursuant to the Rights
      Agreement);

                  (2) after due inquiry and to the best knowledge of the
      undersigned, it [ ] did [ ] did not acquire the Class B-3 Rights evidenced
      by this Class B-3 Rights Certificate from any Person who is, was or became
      an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ______________, ____         __________________________________
                                                Signature

Signature Guaranteed:


                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class
B-3 Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever.

                                     E-8


<PAGE>

                                                                    EXHIBIT F


                     [Form of Class B-4 Rights Certificate]

Certificate No. R-                                               _______ Rights


NOT EXERCISABLE AFTER MARCH 15, 2011 OR EARLIER IF REDEEMED OR EXCHANGED BY THE
COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$1.00 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
(AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]*



---------
* The portion of the legend in brackets shall be inserted only if applicable and
shall replace the preceding sentence.

                                     F-1

<PAGE>

                          Class B-4 Rights Certificate


                        CHICAGO MERCANTILE EXCHANGE INC.

                  This certifies that _______________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of March 7, 2001 (the "Rights Agreement"),
between Chicago Mercantile Exchange Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company (the "Rights Agent"), to purchase from the Company at any time prior to
5:00 P.M. (Chicago, Illinois time) on March 15, 2011 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent,
_____ one-thousandth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), of the Company, at a purchase price of $___ per one one-thousandth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The number of Class B-4 Rights evidenced by this Class B-4 Rights
Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are
the number and Purchase Price as of ________ __, ____, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the
Rights Agreement) that, upon any exercise of Class B-4 Rights, a number of Class
B-4 Rights be exercised so that only whole shares of Preferred Stock will be
issued.

                  Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Class B-4 Rights evidenced by this
Class B-4 Rights Certificate are beneficially owned by (i) an Acquiring Person
or an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person (or any Affiliate or Associate thereof) to holders of equity
interests in such Acquiring Person (or any Affiliate or Associate thereof) or to
any Person with whom the Acquiring Person (or any Affiliate or Associate
thereof) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the
Company has determined is part of an agreement, arrangement or understanding
which has as a primary purpose or effect the avoidance of Section 7(e) of the
Rights Agreement, such Class B-4 Rights shall become null and void and no holder
hereof shall have any right with respect to such Class B-4 Rights from and after
the occurrence of such Section 11(a)(ii) Event.

                  As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities which may
be purchased upon the exercise of the Class B-4 Rights evidenced by this Class
B-4 Rights Certificate are subject to modification and adjustment upon the
happening of certain events, including Triggering Events.

                                     F-2

<PAGE>

                  This Class B-4 Rights Certificate is subject to all of the
terms, provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference and made a
part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2
Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights
Certificates, which limitations of rights include the temporary suspension of
the exercisability of such Class B-4 Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the
office of the Company and are also available upon written request to the
Company.

                  This Class B-4 Rights Certificate, with or without other
Rights Certificates, upon surrender at the principal office or offices of the
Rights Agent designated for such purpose, may be exchanged for another Class B-4
Rights Certificate or Class B-4 Rights Certificates of like tenor and date
evidencing Class B-4 Rights entitling the holder to purchase a like aggregate
number of one one-thousandths of a share of Preferred Stock as the Class B-4
Rights evidenced by the Class B-4 Rights Certificates surrendered shall have
entitled such holder to purchase. If this Class B-4 Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Class B-4 Rights Certificate or Class B-4 Rights Certificates for the
number of whole Class B-4 Rights not exercised.

                  Subject to the provisions of the Rights Agreement, the Class
B-4 Rights evidenced by this Class B-4 Rights Certificate may, in each case at
the option of the Company, be (i) redeemed by the Company at its option at a
redemption price of $1.00 per Right or (ii) exchanged in whole or in part for
shares of Class A Common Stock or other securities of the Company. Immediately
upon the action of the Board of Directors of the Company authorizing redemption,
the Class B-4 Rights will terminate and the only right of the holders of Class
B-4 Rights will be to receive the redemption price.

                  No fractional shares of Preferred Stock will be issued upon
the exercise of any Class B-4 Right or Class B-4 Rights evidenced hereby (other
than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

                  No holder of this Class B-4 Rights Certificate shall be
entitled to vote or receive dividends or be deemed for any purpose the holder of
shares of Preferred Stock or of any other securities of the Company which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or, to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Class B-4 Right or Class B-4 Rights evidenced by
this Class B-4 Rights Certificate shall have been exercised as provided in the
Rights Agreement.

                                     F-3

<PAGE>

                  This Class B-4 Rights Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned manually or by
facsimile signature by the Rights Agent.

                                     F-4

<PAGE>



                  WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of _______________, ____

ATTEST:                             CHICAGO MERCANTILE EXCHANGE INC.

______________________________      By:_________________________________
         Secretary                     Name:
                                       Title:

Countersigned:


MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT


By:___________________________
     Authorized Signature



                                     F-5

<PAGE>


             [Form of Reverse Side of Class B-4 Rights Certificate]

                               FORM OF ASSIGNMENT

                 (To be executed by the registered holder if such
            holder desires to transfer the Class B-4 Rights Certificate.)



FOR VALUE RECEIVED ________________________________________ hereby sells,
assigns and transfers unto

______________________________________________________________________________
                  (Please print name and address of transferee)

this Class B-4 Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________ Attorney,
to transfer the within Class B-4 Rights Certificate on the books of the
within-named Company, with full power of substitution.

Dated: ______________, ____

                                                        ------------------------
                                                        Signature

Signature Guaranteed:

                                   Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) this Class B-4 Rights Certificate [ ] is [ ] is not being
         sold, assigned and transferred by or on behalf of a Person who is or
         was an Acquiring Person or an Affiliate or Associate of an Acquiring
         Person (as such terms are defined pursuant to the Rights Agreement);

                  (2) after due inquiry and to the best knowledge of the
         undersigned, it [ ] did [ ] did not acquire the Class B-4 Rights
         evidenced by this Class B-4 Rights Certificate from any Person who is,
         was or subsequently became an Acquiring Person or an Affiliate or
         Associate of an Acquiring Person.

Dated: ______________, ____                    ____________________________
                                               Signature

Signature Guaranteed:

                                     F-6

<PAGE>

                                     NOTICE

                  The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Class B-4 Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

                          FORM OF ELECTION TO PURCHASE

         (To be executed if holder desires to exercise Rights represented by the
Rights Certificate.)

TO:  CHICAGO MERCANTILE EXCHANGE INC.

                  The undersigned hereby irrevocably elects to exercise ______
Class B-4 Rights represented by this Class B-4 Rights Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of the Class B-4 Rights
(or such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class B-4 Rights) and requests that
certificates for such shares (or other securities) be issued in the name of and
delivered to:

Please insert social security
or other identifying number: ______________________

        ----------------------------------------------------------------
                         (Please print name and address)

        ----------------------------------------------------------------

                  If such number of Class B-4 Rights shall not be all the Class
B-4 Rights evidenced by this Rights Certificate, a new Class B-4 Rights
Certificate for the balance of such Class B-4 Rights shall be registered in the
name of and delivered to:

Please insert social security
or other identifying number: ______________________

-----------------------------------------------------------------
                           (Please print name and address)

-----------------------------------------------------------------

Dated:  _________________, _____

      ----------------------------------------
                     Signature

Signature Guaranteed:


                                     F-7

<PAGE>


                              Class B-4 Certificate

                  The undersigned hereby certifies by checking the appropriate
boxes that:

                  (1) the Class B-4 Rights evidenced by this Class B-4 Rights
      Certificate [ ] are [ ] are not being exercised by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate of
      an Acquiring Person (as such terms are defined pursuant to the Rights
      Agreement);

                  (2) after due inquiry and to the best knowledge of the
      undersigned, it [ ] did [ ] did not acquire the Class B-4 Rights evidenced
      by this Class B-4 Rights Certificate from any Person who is, was or became
      an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Dated: ______________, ____         __________________________________
                                                            Signature

Signature Guaranteed:


                                     NOTICE

                  The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Class
B-4 Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever.

                                     F-8


<PAGE>

                                                                      EXHIBIT G



                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

                  On March 7, 2001, the board of directors of Chicago
Mercantile Exchange Inc. adopted a stockholders rights plan and declared
dividend distributions of one Class A right, one Class B-1 right, one Class
B-2 right, one Class B-3 right and one Class B-4 right (the "Class A rights",
the "Class B-1 rights", the "Class B-2 rights", the "Class B-3 rights" and
the "Class B-4 rights", respectively, and together, the "rights") for each
outstanding share of CME's Class A common stock, Series B-1 stock, Series B-2
stock, Series B-3 stock and Series B-4 stock, respectively (the Class A
common stock and the Class B common stock together, the "common stock"), to
stockholders of record at the close of business on March 15, 2001. Each Class
A right, Class B-1 right, Class B-2 right, Class B-3 right and Class B-4
right, respectively, will entitle its holder, under the circumstances
described below, to purchase from us one one-thousandth, 1,800
one-thousandths, 1,200 one-thousandths, 600 one-thousandths and 100
one-thousandths, respectively, of a share of our Series A Junior
Participating Preferred Stock at an exercise price of $___ per one
one-thousandth of a share, subject to adjustment. The description and terms
of the rights are set forth in a rights agreement between us and Mellon
Investor Services LLC, as rights agent.

                  Initially, the rights will be associated with our common stock
and evidenced by common stock certificates, which will contain a notation
incorporation the rights agreement by reference, and will be transferred with
and only with underlying shares of common stock. Subject to certain exceptions,
the rights will become exercisable and trade separately from the common stock
only upon the "distribution date", will occur upon the earlier of:

      -           10 days following a public announcement that a person or group
                  of affiliated or associated persons has become an acquiring
                  person (the "stock acquisition date"), or

      -           10 business days (or later date if determined by CME's board
                  of directors prior to such time as any person or group becomes
                  an acquiring person) following the commencement of a tender
                  offer or exchange offer which, if consummated, would result in
                  a person or group becoming an acquiring person.

                  A person or group of affiliated or associated persons will
become an "acquiring person" if it has acquired, or obtained the right to
acquire, beneficial ownership of (A) 15% or more of the outstanding shares of
Class A common stock, (B) shares of Class B common stock representing, in the
aggregate, 15% or more of the total number of votes entitled to be cast
generally by the Class B common stock (other than in an election of directors or
with respect to the core rights of the Class B common stock) or (C) shares of
common stock representing, in the aggregate, 15% or more of the total number of
votes to be cast generally by the common stock then outstanding. Until the
distribution date, the surrender for transfer of any shares of common stock
outstanding will also constitute the transfer of the rights associated with
those shares.

                                     G-1

<PAGE>

                  As soon as practicable after the distribution date, separate
certificates or book-entry statements will be mailed to holders of record of the
common stock as of the close of business on the distribution date. From and
after the distribution date, the separate rights certificates or book-entry
statements alone will represent the rights. Except as otherwise provided in the
rights agreement, only shares of common stock issued prior to the distribution
date will be issued with rights.

                  The rights are not exercisable until the distribution date and
will expire at the close of business on March 15, 2011, unless earlier redeemed
or exchanged by us as described below.

                  In the event that a person or group becomes an acquiring
person (a "flip-in event"), each holder of a right, (other than any acquiring
person and certain related parties, whose rights automatically become null and
void) will have the right to receive, upon exercise, class A common stock having
a value equal to two times the product of the exercise price multiplied by the
number of one one-thousandths of a share of the preferred stock for which the
right is exercisable. If an insufficient number of shares of Class A common
stock is available for issuance, then CME's board of directors would be required
to substitute cash, property or other securities of CME for the common stock.
The rights may not be exercised following a flip-in event while CME has the
ability to cause the rights to be redeemed, as described later in this summary.

                  For example, at an exercise price of $100 per one
one-thousandth of a share of the preferred stock, each Class A right not owned
by an acquiring person (or by certain related parties) following a flip-in event
would entitle its holder to purchase $200 worth of Class A common stock (or
other consideration, as noted above) for $100. Assuming that the Class A common
stock had a per share value of $50 at that time, the holder of each valid right
would be entitled to purchase 4 shares of Class A common stock for $100. In this
example, each Class B-1 right not owned by an acquiring person would entitle its
holder to purchase $360,000 (2 x $100 x 1,800) worth of Class A common stock (or
other consideration) for $180,000. A similar example would apply with respect to
the Class B-2 rights, the Class B-3 rights and the Class B-4 rights.

                  In the event (a "flip-over event") that, at any time following
the stock acquisition date:

         -        CME is acquired in a merger or other business combination
                  transaction in which CME is not the surviving corporation,

         -        CME is acquired in a merger or other business combination
                  transaction in which it is the surviving entity and all or
                  part of its common stock is converted into securities of
                  another entity, cash or other property, or

         -        50% or more of CME's assets, cash flow or earning power is
                  sold or transferred,

each holder of a right (except rights which previously have been voided as
described above) will have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price
multiplied by the number of one-thousandths for which the

                                     G-2

<PAGE>

right is exercisable. Flip-in events and flip-over events are collectively
referred to as "triggering events".

                  The exercise price payable, and the number of shares of
preferred stock or other securities or property issuable, upon exercise of the
rights are subject to adjustment from time to time to prevent dilution:

         -        in the event of a stock dividend on, or a subdivision,
                  combination or reclassification of, the preferred stock,

         -        if holders of the preferred stock are granted certain rights,
                  options or warrants to subscribe for preferred stock or
                  convertible securities at less than the current market price
                  of the preferred stock, or

         -        upon the distribution to holders of the preferred stock of
                  evidences of indebtedness or assets (excluding regular
                  quarterly cash dividends) or of subscription rights or
                  warrants (other than those referred to above).

                  With certain exceptions, no adjustment in the exercise price
will be required until cumulative adjustments amount to at least 1% of the
exercise price. No fractional shares of preferred stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the preferred stock on the last trading day prior to the date of exercise.

                  In general, CME may redeem the rights in whole, but not in
part, at a price per right equal to the product of $.01 multiplied by the number
of one one-thousandths for which the right is exercisable (subject to adjustment
and payable in cash, the Class A common stock or other consideration deemed
appropriate by CME's board of directors) at any time until ten days following
the stock acquisition date. Immediately upon the action of the board of
directors authorizing any redemption, the rights will terminate and the only
right of the holders of rights will be to receive the redemption price.

                  At any time after there is an acquiring person and prior to
the acquisition by the acquiring person of 50% or more of the outstanding shares
of common stock, we may exchange the rights (other than rights owned by the
acquiring person which will have become void), in whole or in part, at an
exchange ratio of one share of common stock, or one one-thousandth of a share of
preferred stock (or of a share of a class or series of CME's preferred stock
having equivalent rights, preferences and privileges), for each one
one-thousandth of a share of preferred stock for which the right is exercisable
(subject to adjustment).

                  Until a right is exercised, its holder will have no rights as
a stockholder of CME, including, without limitation, the right to vote or to
receive dividends. While the distribution of the rights will not result in the
recognition of taxable income by CME or its stockholders, stockholders may,
depending upon the circumstances, recognize taxable income after a triggering
event.

                  The terms of the rights may be amended by CME's board of
directors without the consent of the holders of the rights, including an
amendment to lower certain thresholds

                                     G-3

<PAGE>

described above to not less than the greater of 10% or .001% more than the
largest percentage of the outstanding shares of common stock then known to us
to be beneficially owned by any person or group of affiliated or associated
persons. Once there is an acquiring person, however, no amendment can
adversely affect the interests of the holders of the rights.

                  A copy of the rights agreement is available free of charge
from CME. This description of the rights does not purport to be complete and is
qualified in its entirety by reference to the rights agreement, which is
incorporated herein by reference.

                                     G-4